Cement Formatt Annual Report 16-17

Wings of Courage
Orient Cement Limited

Annual Report 2016-17
Corporate
Information
BOARD OF DIRECTORS Route Map ofMANUFACTURING
the AGM VenuePLANTS
Mr. Chandrakant Birla Devapur
(Chairman) P.O. Devapur Cement Works
Dist. Adilabad - 504 218 (Telangana)
Mr. Desh Deepak Khetrapal
(Managing Director & CEO) Jalgaon
Nashirabad, Dist. Jalgaon (MS)
Mrs. Amita Birla
Chittapur
Mr. Rajeev Jhawar
Village Itaga, Malkhaid Road,
Mr. Vinod Kumar Dhall Taluka Chittapur, Dist. Kalburagi,
Karnataka - 585 292
Mr. Rabindranath Jhunjhunwala
REGISTRAR & TRANSFER AGENT
Mr. Janat Shah
MCS Share Transfer Agent Limited,
Mr. Swapan Dasgupta F-65, Okhla Industrial Area,
Phase-I, New Delhi - 110 020
Mr. I.Y.R. Krishna Rao
(Appointed as an Additional Director in BANKERS
the category of Independent Director State Bank of India
w.e.f. 5th May, 2017) HDFC Bank Limited
Indian Bank
KEY MANAGERIAL PERSONS ICICI Bank Limited
Mr. Desh Deepak Khetrapal EXIM Bank of India
(Managing Director & CEO) Punjab National Bank
Mr. Sushil Gupta 6th ANNUAL GENERAL MEETING

(Chief Financial Officer) Date : 23rd day of September, 2017
Ms. Deepanjali Gulati Day : Saturday, Time : 2:00 P.M.
(Company Secretary) Place : Unit-VIII, Plot No. 7, Bhoinagar,
Bhubaneswar - 751 012 (Odisha)
STATUTORY AUDITORS BOOK CLOSURE FOR AGM

M/s. S.R. Batliboi & Co., LLP Monday, 18th day of September, 2017 to
Chartered Accountants, Saturday, 23rd day of September, 2017
22, Camac Street, Block C, (Both days inclusive)
3rd Floor, Kolkata - 700016
CORPORATE IDENTIFICATION NO.
L26940OR2011PLC013933
REGISTERED OFFICE
Unit-VIII, Plot No. 7, Bhoinagar, WEBSITE
Bhubaneswar - 751 012 (Odisha) www.orientcement.com
The sum is always greater than
Contents
the parts. The combined efforts
Corporate Passion Over Financial
Overview the Years Highlights of a more than 4000-strong*
workforce at Orient Cement,
005 006 008 making it a force to reckon with,
Passion at
Work
Chairman’s
Overview
Managing
Director’s are a fine testament to this. Every
Overview
member of the Orient Cement
014 028 030 family is also a true spokesperson
How We Do Transforming Our Board of of the company who speaks
Business Realities Directors
the language of ambition,
032 034 036 commitment and passion. This
Annual Report for the year 2016-
Directors’ Management
Notice Report Discussion &
Analysis
17 captures the efforts of these
employees that have helped the
037 057 089 Company stride ahead, even in
Corporate
Governance
Business
Responsibility
Financial
Statements
the face of adverse challenges.
Report Report It is an ode to the spirit of Orient
096 123 132 Cement and its family.
*Includes indirect (contract workmen) employees
Orient Cement Limited.
One of India’s most exciting

cement companies.
Pursuing growth ambitions along
with cost leadership.
Graduating from a regional presence
into a pan-India personality.
Background 18001:2007 standards. The company
Formed in 2012 following the demerger from regularly modernises its manufacturing
Orient Paper & Industries Ltd., Orient Cement infrastructure and equipment with the
has emerged as one of the fastest growing objective of enhancing operating efficiencies,
and leading cement manufacturers in India. maintaining product quality and conserving
energy and emissions. As a result of its
Manufacturing facilities efforts, the Company won the Total Plant
The Company has three cement Maintenance (TPM) Excellence award from
manufacturing plants in Devapur (Telangana), JIPM, Japan, the second company in India to
Chittapur (Karnataka) and Jalgaon earn this distinction.
(Maharashtra). The Company operates an
aggregate cement manufacturing capacity of Markets
8 MTPA with a clinker manufacturing capacity The Company sells its cement predominantly
of close to 6 MTPA. in the states of Maharashtra, Telangana,
Karnataka, Andhra Pradesh, and Madhya
Acquisition Pradesh. It also sells cement in the states of
Orient Cement recently announced an Chattisgarh, Gujarat, Goa and Tamil Nadu.
intention to acquire a 74% stake in Bhilai
VISION Jaypee Cement Limited having an integrated Brands
Grow to be a relevant national player, driven by capacity of 2.2 MTPA and a separate grinding The company produces two cement
execution excellence and be the ‘employer of unit in Nigrie with a capacity of 2.0 MTPA. varieties (Ordinary Portland and Pozzolana
This is expected to enhance the Company’s Portland Cement) marketed under the Birla
choice’ and ‘neighbour of choice’.
cement manufacturing capacity to 12.2 MTPA A1 Premium flagship brand. The company’s
along with an entry into the central and brand is synonymous with excellent quality,
eastern markets of India. high product resilience and robust load-
bearing capability.
VALUES Certifications
The company is a responsible cement
Foresight amidst pessimism manufacturer accredited with ISO
Persistence during adversity 9001:2008, ISO 14001:2004 and OHSAS
Focus within choices
Empowerment coupled with controls
4 ANNUAL REPORT 2016-17 ORIENT CEMENT LIMITED 5

1995 1996 2001 2007 2009 2012 2016 2017
Won a National Award for Won the Raasi Cement Silver Won an award for TPM Won the Mayday Best Won second prize in Mine Won the Golden Peacock Won Gold Award (Cement) Became a member of
Energy Efficiency Rolling trophy excellence – First Category. Management Award Working, Mines Safety Week by Occupational Health & Safety at SEEM National Energy the Cement Sustainability
Won a National Award for Won a National Award for Won the Greentech Safety Mancherial Cement Company Award, Andhra Pradesh Management Awards Initiative, under the aegis of
Energy Efficiency in the Indian Energy Efficiency Award (Silver) for safety Awarded NABL Certificate 2013 Won Energy Efficient Unit the World Business Council
cement industry management Mechanical Testing, ISO/IEC (Devapur) at CII National for Sustainable Development
Won a National Award for Won the Golden Peacock
17025:2005 Energy Management Awards (WBCSD)
energy efficiency in the Indian Won the 1st prize in A2 Occupational Health and
1997 cement industry. group at the MEMC Week, Safety Award Won Best Management
Awarded NABL Certificate Announced intention to
Won the International Silver Jubilee Year. Quality Control Laboratory acquired 74% stake in Bhilai Award from Telangana
2003 Won the Greentech Safety
Greenland Society national & Chemical Testing, ISO/IEC Jaypee Cement Limited as well Government
Silver Award for Safety & Health
award Won an Award for 2008 17025:2005 as the separate Nigrie grinding
Management in the cement
Excellence in Consistent TPM unit from the Jaypee group.
Awarded a certificate Won the first prize in 2010 sector.
commitment – First Category.
of Merit by the National Overall Performance – Large
Won an Award for Total Won second prize in Water
Productivity Council of India Mechanised Mines 2015
Productive Maintenance. Quality Management – Large
Won the first prize in Water Mechanised Mines Won the Greentech
Won a World Environment Quality Management – Large Environment Gold award.
Day Award for cleaner Certified for ISO 9001:2008
Mechanised Mines Won the Product of the Year
production technologies. from Det Norske Veritas for
Won the second prize in cement manufacture and Award, Home Magazine.
Logistics & Transportation from supply. Won the Best Managed
2005
Mines Safety & Productivity Companies Award, Asiamoney.
Awarded a Certificate from Council, Hyderabad 2011
the Andhra Pradesh Pollution India’s Top Challengers
Certified for ISO 14001:2004 Won first prize in Award, Construction World
Control Board for clean
from Det Norske Veritas, for Management of Subgrade
emissions. Won the Top 100 A&D
Manufacture of Cement Materials – Large Mechanised
Brand, Economic Times
2006 Certified for OHSAS Mines.
Architecture & Design Summit.
Won an Award for 18001:2007 from Det Norske
Reclamation & Rehabilitation Veritas, for Manufacture of
at the Mines Environment & Cement
Mineral Conservation Week. Won the Gold Award for
Best Organisation, Indira
Gandhi Memorial
National Award.
Passion over the years

How we have performed in the last few years
Revenue (H cr) EBIDTA (H cr) ROCE (%) Gearing (x)
29% growth over the last year Stable when compared with the previous year Declined Increased moderately
FY14 1638 FY14 224 FY14 19.61 FY14 0.34

FY15 1757 FY15 313 FY15 31.21 FY15 1.09
FY16 1684 FY16 193 FY16 7.60 FY16 1.19
FY17 2167 FY17 190 FY17 3.09 FY17 1.31
Definition Performance Definition by adverse movement of Definition Performance Definition Performance

Sales growth without Our aggregate sales Earning before the deduction prices in the specific regions It is a financial ratio that The company reported a 451 This is derived through the The company increased
deducting excise duties. increased 29 per cent to of fixed expenses (interest, that it operates as well costs measures a company’s bps decline in ROCE in FY 17 ratio of debt to net worth (less borrowings to continue to
Rs 2167 cr in FY 17, which depreciation, extraordinary related to the optimization of profitability and the efficiency as it increased its investments revaluation reserves). invest in projects related to
items and tax). new capacity. The company with which its capital is in new capacity while bearing its recent capacity creation;
Why we measure compared favourably with Why we measure
is engaged in a number of employed in the business. the brunt of twin effects lower correspondingly, gearing
This measure reflects the 1% per cent Why we measure This is one of the defining
initiatives to enhance EBITDA cement prices in its operating weakened marginally from
our ability to understand de-growth of the country’s It is an index that showcases measures of a company’s
from this point onwards. Why we measure regions as well as the costs 1.19 in FY16 to 1.31 in FY17.
market trends and service cement sector. the company’s ability to financial health, indicating
ROCE is a useful metric for
customer requirements optimize business operating Value impact of stabilization linked to new the ability of the company Value impact
comparing profitability across
with our products, through Value impact costs despite inflationary Measure of the cash capacity, expected to improve to remunerate shareholders Enhanced shareholder value
companies based on the
responsive manufacturing Creates a robust growth pressures, which can be produced by the operating going forward. over debt providers (the lower by keeping the equity side
amount of capital they use -
and competent supply chain engine on which to build easily compared with the business, before interest or the gearing the better). In constant.
especially in capital-intensive Value impact turn, it indicates the ability
management. profits retrospective average and depreciation, that is internally
sectors. Enhanced ROCE can of the company to sustain
sectoral peers. available to fund further
capital expenditure and potentially drive valuations growth in profits, margins and
Performance investments in the business and perception. shareholder value.
The company’s EBITDA going forward, before
grew until FY15 and then requiring external funding.
declined as it was impacted
Net Profit (H cr) EBITDA margin (%) Debt cost (%) Interest cover (x)
Declined Declined Declined Declined
FY14 101 FY14 13.67 FY14 11.52 FY14 10.17

FY15 195 FY15 17.80 FY15 9.90 FY15 4.71
FY16 62 FY16 11.47 FY16 10.02 FY16 1.68
FY17 -32 FY17 8.79 FY17 10.09 FY17 1.49
Definition it was impacted by the Definition Performance Definition Performance Definition the enhanced borrowing and
Profit reported during the depreciation and interest EBITDA margin is a The company reported a This is derived through the The company’s debt cost This is derived through the lower EBITDA for reasons
year after deducting all cost linked to the new profitability ratio used to 268 bps decline in EBITDA calculation of the average declined from 11.52 per cent division of EBIDTA by interest outlined earlier.
expenses and provisions. capacity expansion. The measure a company’s pricing margin in FY 17 in line cost of the consolidated in FY14 to around 10 per outflow.
Value impact
number is expected to strategy and operating with the absolute EBITDA debt on the company’s cent in the last couple of
efficiency. Higher the movement due to reasons
Why we measure Higher number indicates
Why we measure improve as the newly books. years and has been relatively Interest cover indicates strengthened ability to
It highlights the strength commissioned capacities operating margin, better for outlined above.
stable. the company’s comfort in service debt reflecting either
in the business model in become fully operational. the company. Why we measure
Value impact servicing interest, the highest improved cash flows or
generating ultimate value for Why we measure Demonstrates the efficiency This indicates our ability Value impact the better. reduced interest costs or
its shareholders. Value impact The EBITDA margin gives of a company’s core in convincing bankers and Strengthened ability to both.
Direct correlation to value an idea of how much a operations relative to other debt providers of the service debt, enhanced Performance
Performance attributable to shareholders robustness of our business credit rating for successive The company’s interest cover
company earns (before revenue generated in the
The company’s net profit and available to support model, translating into a declines in debt cost. has been stable this year;
accounting for interest and market.
grew until FY15 and then further investment in growth. progressively lower debt cost reduced levels on account of
taxes) on each rupee of
declined particularly as (potentially leading to higher
sales.
margins).

Most companies are driven by a few
individuals with the largest financial
ownership.
Orient Cement is driven by a large
Orient Cement. number of individuals with extensive
emotional ownership.
Where the currency For most companies, a day at work is
is passion just an occupation to earn a living.
At Orient Cement, every workday is an
opportunity to discover oneself.
For most people, a day at work is spent
in addressing the routine.
At Orient Cement, every workday is
an opportunity to transform one’s
workspace, company and life - for the
better.
In most companies, change is slow,
gradual and incremental.
At Orient Cement, we have empowered
our people to make the biggest change
in the shortest time.

A 32 year old company Where people speak up at
with a start-up mindset. meetings.
Growing conviction that Where authority and
the good can be easily responsibility are provided
made better. irrespective of age.
A growing obsession with Where hierarchy has been
finding and eliminating replaced by meritocracy.
waste. Where ‘kuch naya sochay’
Where the most disruptive is probably the most
word is ‘Why?’ frequently-used line.
A belief that God lies in the Where employees have
small details. begun to refer to factories
An excitement of bringing as ‘campuses’.
youthfulness to one of the Where the average age is
oldest industrial sectors. declining.
Where ‘culture’ is not some Where there are more
fossilised way of working women in the workforce
but a passion-driven way of than ever before.
making change happen. Where no cost is sacred.
Where sales managers Where ‘Does this represent
discuss ‘Big Data’ and their the very best standard?’ is
cutting-edge technologies being increasingly used in
every meeting.
Orient Cement.
Large company body.
Small company soul.
‘NO ONE’S ASKED ME FOR AN
AUTOGRAPH BUT THEN YOU
NEVER KNOW WHAT MIGHT
Passion at work HAPPEN TOMORROW…’
ATUL DIXIT
MECHANICAL TEAM, JALGAON
A
t Orient Cement, the more So I wrote a paper and presented
anyone says ‘this can’t this to the management: the
be done’, the more that numbers, logic, argument and cost.
proposition is questioned.
I prepared for the verdict: ‘Good try.
One day, the management dared But we don’t think this will work.’
me to a challenge: optimize grinding
Instead, what I heard was: ‘When
operations at Jalgaon.
can you show us the prototype?’
The first reaction was a yawn.
The long and short of this is that
Because whatever one assumed
following implementation, the cost
should have been done in improving
of fly ash conveyance declined.
processes would have been done
Moderated maintenance frequency.
decades ago I thought.
Accelerated fly ash unloading and
But we learnt in college that when vehicle turnaround time. And this
you can’t understand something, model is ready for implementation
just put every number on a sheet of across two more Orient Cement
paper. Stare at the numbers. Then factories.
you will see a pattern. And suddenly
There is a certain high when you
a solution will emerge.
walk the shop floor at Orient
That is what I did when examining Cement and colleagues whisper
various optimization opportunities. ‘Achcha, yahi hai woh banda….’
I got my first opportunity when I
No one’s asked me for an autograph
noticed that the plant transported fly
but then you never know what might
ash through the pneumatic route to
happen tomorrow.
the cement mill. Pneumatic route?
Hey, I had studied physics in school:
wouldn’t this be higher in cost that,
say, low capacity blowers?

‘THE MOVING MOMENT WAS WHEN ‘WHAT I HEARD WAS MUSIC
MY COMPANY SENT ME A MESSAGE TO MY EARS:
THAT IT WAS ‘KAB SHURU KAROGE?’’
MISSING ME ON THE BATTLE-FRONT’
SAGAR TYAGI ROSHAN REDNAM

TECHNICAL SERVICES TEAM, CHATTISGARH TECHNICAL SERVICES TEAM, COASTAL ANDHRA
AND WARANGAL
M A
y job: market our Orient My moving moment: my company t Orient Cement, my job When I went to the Orient Cement
Cement brand across eight sending a message that they were is to engage with primary management, I prepared for the
depots in 16 districts across missing me on the battle-front. customers: masons, usual: ‘Please think of something
600 sq. kms. contractors, builders, engineers and practical’ or ‘This doesn’t work in our
My response: I over-achieved
architects. business.’
My routine: visit dealers and all my targets after I rejoined. I
distributors to enhance brand made a video that explained the For years, the usual mode of What I heard was music to my ears:
awareness. Pressure Sustaining Technology engagement was conducting a ‘Kab shuru karoge?’
to an unskilled person, which won lecture-shecture and giving each
My destiny: an accident in August And that is how a three-month
the first prize and Rs. 11,000 (this attendee a gift.
2015 following which I was competition started. Building a
was used to buy blankets for the
hospitalized, had metal rods inserted At our company, this idea received a cube with recycled aggregates from
underprivileged ).
in my legs and was provided a standard response: ‘Boring!’ demolished buildings.
walking stick. My learning: any company that can
And that is how one came across The activity proved to be a
provide a relatively new employee
My fear: my company would draw the idea of conducting a cube resounding success. Testing was
with eight months of paid leave is
out the hisaab-kitaab and say ke casting competition. This would conducted by NIT.
more than a company - it is a family.
bhai, we think you might be suited engage the workers into something
The feedback: ‘Orient Cement is the
to a desk job in another company. intellectual. This engagement would
first company to have treated us like
be extended so it would provide
creative professionals.’
them with an exposure to our
product. And most importantly, it
would expose them to us across
days and days, which was a nice
opportunity to build friendships and
relationships.
But it is one thing to propose this; it
is another to get it accepted.

‘NORMAL IS ‘MAGIC HAPPENS WHEN
BORING’ PEOPLE WORK TOGETHER…’
KAMLESH TEMBHURNE E. RAJESHKUMAR

MINING TEAM, DEVAPUR ELECTRICAL & INSTRUMENTATION TEAM, DEVAPUR
T I
here are three words to The usual response would have was involved in ensuring We implemented ESPs across all
describe life at Orient Cement: been ‘Impossible!’ The result is that compliance with the MoEF norms three lines with safety and electrical
normal is boring. Maisamma Sagar (capacity 5.5 mn at the Devapur plant – without a precautions - and without halting
cubic meters) is now a pleasing plant shutdown, production loss or production.
Three instances stand out.
reality. large investments.
The magic was that our electrical,
The GM Finance had an idea of
And then we had this water Our team responded with an instrumentation and measurement
utilising sub-grade limestone.
evaporation challenge. Someone interesting plan: implement hybrid teams worked together – with
Normally, some engineer would
suggested a technology called ESPs which combined the best complete management support.
have told him ‘Why don’t you leave
EVALOC. All it took was two hours of filtration and electrostatic
this to the experts.’ On the contrary, What we learnt was that when
to demonstrate how it worked. The precipitators, thereby increasing SPM
they encouraged him. The result people work together amazing
result is we now save 30% reservoir filtration efficiency.
is that the company increased things can happen.
evaporation.
subgrade limestone consumption We thought no one would give this
in the raw material mix to a point And all because we didn’t say ‘How a second thought; the management
where this is the new normal. crazy!’ but said ‘How interesting!’ said ‘go ahead’ instead.
And that made all the difference.
Similarly, someone came up with
the idea of converting a depleted
mine into a natural water reservoir.

‘WE ARE STILL WAITING FOR THE ‘ORIENT CEMENT
SOLUTION TO FAIL…’ HELPED TRANSFORM
MY MINDSET FOR LIFE!’
TENSINGH RATHOD DHIRAJ KUMAR SANKHLA

MECHANICAL TEAM, CHITTAPUR BRANDING TEAM, HYDERABAD
O W
ne day a thought occurred I actually said: ‘Er, I don’t understand. hen I joined Orient in its overhauled decision making
while observing our double- Can you repeat what you just said?’ Cement in 2015, I cycle: the proposal and approval
discharge conveyor: How wondered what the procedure of a couple of months
I prepared a report. I discussed with
inefficient! company would be like. Bureaucratic has been slashed to a couple of
the OEM. I got a clearance for the
or nimble? “Kal aana” or “Aaj karo”? days. Most proposals would earlier
There just had to be a way to modification (can you believe?).
be sent by longstanding employees;
improve it. I had a theory – when you wish to
We implemented on just one circuit, now virtually anyone within can send
appraise the working culture of a
After some study, planning and prepared for failure. improvement suggestions.
company, test it across an unusual
re-planning, I created a model to
We are still waiting: no problem suggestion. If the system balks, you The result of this refreshing Orient
improve efficiency and reduce
for five months! Imagine what this have your answer. Cement spirit is reflected in my
power consumption.
will save for the company when professional and personal spaces:
So I soon attempted to test the
For a lark, I took it to the fully implemented! And imagine if I won the Best Performer award
company out. I presented the
management. I had a gut feeling: implemented across all plants! for branding; I was included in the
management with a “zaraa hatke”
someone would turn around and internal ‘CEO Circle’ programme for
The credit for this? Not me. But the idea on branding. Within minutes I
say ‘But we can’t trust something career progression; I was motivated
supervisor who didn’t dismiss me got a reply on email: ‘When can you
created in a garage!’ enough by the “do it now” culture to
from sight when he first saw what I present this to the seniors?’ Here I
moderate my weight from 96 kgs to
What the management said was had to show him. was thinking I’d test the company on
72 kgs; and I’ve completed a 160 km
‘Contact the OEM that manufactured the basis of its response time; I soon
cycling tour to Warangal now!
our conveyor. Get them to verify the realized that the ball was right back
upgrade.’ in my court and the company was Orient Cement has not just
testing me out instead!! transformed its operating culture;
it helped transform my mindset for
One of the biggest transformation
life!
initiatives at Orient Cement has been

‘THE POWER OF AN
IDEA WHOSE
TIME HAS COME’
NANDINI BHATTACHARJEE
HUMAN RESOURCES TEAM, HYDERABAD
T
here was a time when there ‘CEO’ became ‘human’. ‘Seniors’
used to be a distance between became ‘friends’.
the senior management and
Suddenly Orient Cement was not
employees, pervasive across cement
‘there’; it was ‘here’ – always with us
industry.
through a smartphone.
Them and us.
And just as suddenly, Orient Cement
We, at Orient Cement, created an has become more than a ‘company’;
internal networking platform called it has become a ‘platform.’
JAM modeled around social media.
Imagine the strength of a social
To remove that wall between the
network within a company that
two.
exchanges ideas, collaborates on
One expected to hear ‘This is projects and communicates cross-
cement industry. It would not work functionally – without meeting each
here’. other!
But something else happened. This is the power of an idea whose
Employees began to share stories of time has come.
their lives. ‘Names’ became ‘people’.

From commodity to value-addition.
From the narrow to the holistic.
From discipline to passion.
A new Orient Cement culture is From products to solutions.
transforming our personality. From transactions to relationships.
From the short-term to the long-term
From vendorship to partnership.
From transient to sustainable.
From the average to the benchmark.

We have been a regional cement company for
more than 30 years.
We are growing fast into a national company fast.
We grew revenues moderately till 2016.
We are growing revenues faster (29%, 2016-17) as
we get larger.
We were a manufacturing-driven company earlier.
We are a holistically-focused passion-driven
company today.
We were a senior management-driven company.
We are a grassroots-driven company today.
We were a company that believed that our wealth
lay in plants.
We live the philosophy that our true wealth lies in
our people.
This new Orient Cement

culture is reflecting in the
speed of our personality
transformation.
Primarily, the transformation is in the organizational mindset.
We are hungrier for growth, fast-moving in responsiveness,
accepting of new technologies, recruiter of young talent and
a willing trier of new ideas.
The sum of these transformations is that even as we were
considered to be a regional company till recently, the
transformed Orient Cement aspires to be a serious pan-India
player.
I am pleased to report that even as we had drawn out a
target to transform our consolidated cement manufacturing
capacity from 5 mn tonnes per annum a few years ago to 15
mn tonnes per annum by 2020, we are expecting to reach
a capacity of 12 mn tonnes per annum almost three years
ahead of our target.
Chairman’s overview
In this microcosm lies a picture of the transformed
In this microcosm company: give Orient Cement a challenging problem and
Orient Cement is lies a picture of the

transformed company:
the employees will respond as a single team to outperform
and over-achieve.
reinventing itself give Orient Cement a

challenging problem
This DNA provides me with the confidence that the
company will rise to its true potential and enhance value for
in a number of ways.
and the employees will
all its stakeholders across the foreseeable future.
respond as a single
team to outperform
and over-achieve. Chandrakant Birla, Chairman
The most exciting development that I need

to communicate to our shareholders is
one of a dramatic transformation.

Managing Director’s overview
At Orient Cement, we are

chasing an overarching
objective: to emerge as a When we enunciated this
vision in 2013, we were a
only at the manufacturing
end. In the reinvented
driven from all pockets, tiers
and locations.
voluntary responsibility to
conserve resources and
relevant national player.

5MT company. We indicated Orient Cement, execution energy, creating additional
that even as we had grown We believe we have
excellence implies doing green cover and being
from scratch to 5MT in the embarked on an exciting
everything better - we are in sensitive to community
space of 30 years, we would fusion of cement sector
effect raising the bar across interests wherever we
treble that capacity in a seriousness with start-
our company. operate. Our membership
fraction of that time. I am up passion. The result is
to the Cement Sustainability
pleased to state that we are At Orient Cement, we that process and product
Initiative, under the aegis
progressing well towards strengthened our execution improvements have
of the World Business
our stated objective and across all functions and the extended from being
Council for Sustainable
are poised to achieve 70 result is that our company the preserve of the few
Development (WBCSD)
per cent of that challenging is today a virtual hub of to the playground of
is yet another step in this
target three years before various concurrent projects many. This is translating
endeavor.
2020 and widen our (a number of them driven by into not just a new pair
regional foot print into a professionals under 30 years of eyes through which Overview.
pan-India personality. And in age, if I may add) that we see the challenges There is a new smell
we are working frantically to address real marketplace and opportunities in our at Orient Cement. This
achieve our goal for 2020. challenges through the sector but also enabling new smell is marked by
potent fusion of problem us to attract talent and resilience, discomfort
That this acquisition-led definition & understanding, successfully compete as with the status quo and a
capacity accretion is coming youth, technology and an employer beyond our desire to make a positive
close on the heels of our lateral thinking. sector. difference. The markets
organic capacity expansion
may present diverse
from 5MT to 8MT indicates Employer of choice. Neighbor of choice.
challenges; Orient Cement
that the reinvented Orient We believe that the energy We believe in a sense
will endeavour to transform
Cement is opportunity-ready for our growth comes of responsibility to all
them into opportunities.
and prepared for whatever from the people who run stakeholders as well as
it takes to become a serious this company. Unlike most our future generations Someone at our company We believe
national player. other companies, there is a and strive to balance said it neatly the other day: that the most
refreshing reality at play at environment integrity on the ‘We only get one life. This successful
We have achieved and
Orient Cement - that it is not one hand with economic is our chance to make it
intend to achieve our targets
competitiveness on the memorable.’
companies
run by senior management
through the interplay of
alone but by virtually every other. In fact, in many cases of the future
three priorities articulated Precisely.
individual who works with – like in our use of subgrade will be those
clearly in our vision:
excellence in execution,
us within her or his circle of limestone during this year that balance
Deepak Khetrapal
being an employer of
influence. The reinvented -what is good for the earth is
Managing Director
environment
Orient Cement is not the also good for our business. integrity on
choice and being a neighbor
conventional command-
of choice.
driven company; but an
At Orient Cement, we have the one hand
Excellence in execution. empowered organisation
extended our environment with economic
commitment beyond competitiveness
For long, ‘excellence in where even as strategic
compliance with the
execution’ within our sector directions are identified by
prevailing statutory norms
on the other.
implied various changes the seniors, the change is
to taking on additional and

Culture Sustainability focus: The Company Cross communication and knowledge
How we do business People focus: The Company

proactively engages in people
is committed to scale growth
sustainably. By consciously improving
sharing is encouraged via various
initiatives and a dedicated programme
resource management, conservation to identify dynamic employees to
development within the organisation.
efforts and emissions control, the train for future leadership roles. Hiring
By conducting sales training,
Company strives to keep its operations from top colleges has also resulted
operational training and technical
clean, efficient and environment- in a balanced competency mix.
training, the Company ensures
friendly. Orient Cement joined the Management training programmes
employee development & growth.
Cement Sustainability Initiative (CSI), offer the freedom to engage in diverse
Initiatives like ‘Medhas’ promote
with the goals of climate protection, roles.
knowledge sharing between the
raw material & waste management,
Company’s plants, optimising Macro-model
health & safety, emissions
operations. Management training
management, enhancing biodiversity Capacity expansion: The Company
programmes engage talent in practical
and recycling. is adding capacity in line with its
learning and growth.
vision of achieving 15MTPA capacity
Environment focus: The Company’s Micro-model
by the year 2020. Through a balance
commitment to environmental Operational optimization: The of commissioning and optimisation,
management has won accolades Company looks for new and improved the Company has grown from
over the years. The Company strives ways to optimise its operations, from 5MTPA to 8 MTPA through its latest
to lower its environmental impact procurement, production, packing addition in Chittapur. The Company
through process optimisations, and logistics. Through improvements has leveraged its assets effectively to
alternative fuel sources and increased in processes and procedures, Orient achieve impressive capacity utilisation.
PPC production. Greenbelts around Cement aims to scale capacity,
our units help abate pollution as well Acquisitions: At Orient, capacity is
achieve high utilisation levels while
as increase the biodiversity index, also augmented through acquisition.
maintaining efficiency. Optimisation
control rainwater runoff and prevent The Company has recently signed
efforts are aligned to the Company’s
soil erosion. the definitive agreements to acquire
Vision 2020.
units strategically located in Madhya
Governance focus: The Company Cost management: By ensuring Pradesh and Chattisgarh, adding
has a well-structured corporate prudent cost management at every capacity and bringing newer markets
governance framework which possible stage, the Company achieves within reach.
ensures fairness, accountability low costs of production. An effective
and transparency at the same time Brand equity: Strong brand equity has
raw material strategy including
promoting growth and development. helped the Company sustain growth
alternative fuel sources, contracts for
A merit based culture within the in the market. The Birla A1 Premium
fly ash security, and better utilisation of
organisation encourages goal brand is synonymous with structural
finite resources.
The context of our business driven performance at the same strength and integrity with high brand
time encouraging innovation and Talent management: The Company recall in all of its key markets.
has dedicated talent management
Under-penetration: India is marked by an under-penetrated cement collaboration within the various
divisions. practices to train and nurture talent.
consumption: per capita offtake of 190 kgs compares weakly with the
corresponding global average of 350 kgs, indicating attractive room for
sustainable growth
National growth: India is a fast growing economy; the country outlined

an unprecedented investment of almost Rs. 4 lakh cr in its infrastructure,
which is expected to catalyse pan-India cement offtake
Brand: India’s cement offtake is being increasingly driven by strong pan-

India brands, enhancing the role of trust, visibility and product accessibility
Specific attributes: India’s consumption of cement is graduating from

generic to customised varieties around specific applications, enhancing
the role of product adaptation

How a reinvented Orient
Cement is transforming
realities
Employees speak of a dynamic organisational culture
“At the reinvented Orient “We are working on key employee needs. Once the
Cement, we transformed the account management to grey areas were identified, we
conventional logistics plan with automate B2B orders.” partnered consultants to create
a new plant-to-depot model action plans.”
using rail and road routes and “We are drawing up a digital
extended this to a plant-to- roadmap within the company “Until a few years back, there
market model” and already implementing were just 4 women employees
several initiatives” in Orient Cement; there are 49
“We improved palletisation today.”
through an ingenious solution “This cement company is
in place of the manual process” absolute fun!” “As a NextGen inductee, I
was asked to manage a two-
“We are using RFID and GPS “I am engaged in machine member project. The extent
to significantly reduce truck integration, among the first of responsibility delegation is
turnaround time.” instances of this kind in India, amazing: what one expected
making it possible to track to do in years one was asked
“Nobody ever seems satisfied equipment performance, real to work on in months.”
with the status quo here!” time. The company actually
let a NextGen employee “This organisation is fluid;
“I was given charge of a experiment!” hierarchy is never felt; the
painstakingly comprehensive peer-to-peer relationship is
Sales Force Automation; we “We conducted an employee remarkable.”
achieved 100% implementation engagement survey for the first
in only a year.” time in 2016 to understand

Our Board of Directors Orient Cement Limited
CIN:L26940OR2011PLC013933
Registered Office: Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar, Odisha-751 012
Mr. Chandrakant Birla and Master’s degree in Mathematics from the University of
Tel: 0674-2396930 I Fax No. 0674-2396364
(Chairman) Allahabad
Corporate Office: Birla Tower, 3rd Floor, 25, Barakhamba Road, New Delhi-110 001
Date of Birth: 9th January, 1955 Occupation: IAS (Retired)
Tel: 011-42092100, 011-42092190
Date of appointment: 23rd July, 2011 Proprietor in Dhall Law Chambers
[email protected] I www.orientcement.com
DIN: 00118473 Collaboration in Talwar Thakore & Associates
Qualification: Bachelor of Arts Expertise in specific functional areas: Competition Law,
Occupation: Industrialist
Expertise in specific functional areas: Industrialist having
Corporate Affairs, Industry and Commerce, Economic
Regulation and Finance.
Notice
rich business experience in managing diversified industrial
Mr. Rabindranath Jhunjhunwala NOTICE is hereby given that the 6th Annual General Meeting (AGM) of the Members of Orient Cement Limited
enterprises
(Independent DIrector) (CIN:L26940OR2011PLC013933) will be held on Saturday, 23rd day of September, 2017 at 2:00 P.M at Unit –VIII, Plot No. 7,
Date of Birth: 16th March, 1973 Bhoinagar, Bhubaneswar-751012, (Odisha) to transact the following businesses:-
(Managing Director & CEO)
Date of appointment: 9th August, 2014
Date of Birth: 5th July, 1955 Ordinary Business
DIN: 0050729
Date of appointment: 2nd April, 2012 1. To receive, consider and adopt the financial statements of the Company for the financial year ended 31st March, 2017,
Qualification: B.A., LL.B (Hons) from National Law School of
DIN: 02362633 including the audited Balance Sheet as at 31st March, 2017, the Statement of Profit & Loss and Cash Flow Statement for
India University, Bangalore
Qualification: Honors degree in Business & Economics and the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.
Occupation: Partner in Khaitan & Co.
Master’s degree in Business Administration in Marketing and
Expertise in specific functional areas: Corporate Laws-
Finance from the Delhi University 2. To declare a final dividend of Rupee 0.50 per equity share of face value of Rupee 1 each for the financial year ended
domestic and cross border mergers & acquisitions, private
Occupation: Service 31st March, 2017.
equity investment, foreign investments advisor (both
Expertise in specific functional areas: Professional business
inbound and outbound). 3. To appoint a director in place of Mr. Chandrakant Birla (DIN 00118473), who retires by rotation and being eligible, seeks
leader with a track record of leading and transforming
large and diversified organisations, across various Industries Mr. Janat Shah re-appointment.
including services, industrials, consumer and retail (Independent Director)
4. To ratify the appointment of Statutory Auditors as required under section 139 of the Companies Act, 2013 read with the
businesses. Date of Birth: 22nd September, 1958
Companies (Audit and Auditors) Rules, 2014 and to authorize the Board of Directors to fix their remuneration.
Date of appointment: 30th April, 2014
Mrs. Amita Birla
DIN: 01625535 Special Business
(Non-Executive Director)
Qualification: Fellow of IIMA (equivalent to PhD) Item No. 5 Appointment of Mr. I.Y.R. Krishna Rao (DIN 00481367) as an Independent Director
Date of Birth: 7th December, 1956
in Operations Management, B. Tech (Mechanical) To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
Date of appointment: 27th March, 2015
from IIT Mumbai
DIN: 00837718 "RESOLVED THAT, pursuant to the provisions of sections 149, 150, 152 and any other applicable provisions of the
Occupation: Service
Qualification: GCE-A Level
Expertise in specific functional areas: Operations Strategy Companies Act, 2013, and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for
Occupation: Industrialist
and Supply Chain Management. the time being in force) read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Expertise in specific functional areas: Expertise in
Mr. Swapan Dasgupta Requirements) Regulations, 2015, Mr. I.Y.R. Krishna Rao (DIN 00481367), who was appointed as an Additional Director of
Management and Operation of diverse nature of
business (Independent Director) the Company by the Board of Directors with effect from 5th May, 2017 and who holds the office up to the date of Annual
Date of Birth: 3rd October, 1955 General Meeting, in terms of section 161 of the Companies Act, 2013, and in respect of whom the Company has received a
Mr. Rajeev Jhawar Date of appointment: 4th August, 2015 notice in writing from a member under section 160 of the Companies Act, 2013, signifying his intention to propose Mr. I.Y.R.
(Independent DIrector) DIN: 07113693 Krishna Rao (DIN No. 00481367) as a candidate for the office of Director of the Company, be and is hereby appointed as an
Date of Birth: 11th November, 1964 Qualification: PhD from the School of Oriental & African Independent Director of the Company to hold the office up to 4th May, 2022, not liable to retire by rotation".
Date of appointment: 9th August, 2014 Studies (London) and a former Fellow of Nuffield College,
DIN: 00086164 Oxford Item No. 6 Waiver of recovery of excess remuneration paid to Mr. Desh Deepak Khetrapal, Managing Director & CEO
Qualification: Commerce Graduate and Management Occupation: Writer, broadcaster and public policy analyst (DIN 02362633) of the Company for the financial year 2016-17
Development Course from London Business School and Member of Parliament To consider and if thought fit, to pass the following resolution as a Special Resolution:
Occupation: Industrialist Expertise in specific functional areas: Writing and public
“RESOLVED THAT, pursuant to the provisions of section 197 of the Companies Act, 2013 read with Schedule V of the
Expertise in specific functional areas: Industrialist having policy analysing.
rich business experience in managing diversified industrial Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies
enterprises. (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if any, and subject to the approval of the Central
(Appointed as an Additional Director in the category of
Government and also subject to such other consents and approvals as may be necessary, the consent of the members of
Mr. Vinod Kumar Dhall Independent Director on 5th May, 2017)
(Independent Director) Date of Birth: 22nd January, 1956 the Company be and is hereby accorded for waiver of recovery of excess remuneration amounting to H444.99 lacs (Rupees
Date of Birth: 20th February, 1944 DIN: 00481367 four hundred forty four lacs ninety nine thousand only) paid to Mr. Desh Deepak Khetrapal, Managing Director & CEO
Date of appointment: 9th August, 2014 Qualification: M.A. (Economics) (DIN 02362633) of the Company, over and above the limits prescribed under the provisions of section 197 read together with
DIN: 02591373 Occupation: Retired IAS - Chief Secretary, Andhra Pradesh Schedule V of the Act, during the financial year 2016-17.
Qualification: Law degree from the University of Delhi

RESOLVED FURTHER THAT, the Board be and is hereby authorized to sign & verify letters & documents, clarify, reply and with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a sum by way of remuneration, not exceeding
submit necessary documents, clarifications, to appear & represent the Company before the appropriate authority, to apply 1% of the net profits of the Company, calculated in accordance with the provisions of section 198 of the Act, may be paid
and obtain approval from Central Government (Ministry of Corporate Affairs) and any other authority for waiver of recovery and distributed amongst the directors of the Company or some or any of them {other than the Executive Director(s)} in such
of excess remuneration paid to Mr. Desh Deepak Khetrapal, Managing Director & CEO (DIN 02362633) of the Company. amounts or proportions and in such manner as may be decided by the Board of Directors and such payments shall be made
with respect to the profits of the Company for each year, commencing from 1st April, 2017.
RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all acts (including delegation of power to any
director or officer of the Company) and take all such steps as may be necessary, proper or expedient to give effect to this RESOLVED FURTHER THAT, notwithstanding anything to the contrary herein contained, in the event of loss or inadequacy of
resolution.” profits in any financial year, subject to approval of Central Government and other approvals as may be required, the Company
may pay and distribute the remuneration amongst the directors of the Company or some or any of them {other than the
Item No. 7 Approval of the terms of remuneration of Mr. Desh Deepak Khetrapal, Managing Director & CEO (DIN 02362633)
Executive Director(s)} in such amounts or proportions and in such manner as may be decided by the Board of Directors of
To consider and if thought fit, to pass the following resolution as a Special Resolution:
the Company.”
“RESOLVED THAT, pursuant to the provisions of sections 196, 197 and other applicable provisions, if any, of the
Item No. 10-Increase in borrowing limits
Companies Act, 2013 (“the Act”), read with Schedule V to the Act and the Rules made thereunder, as amended from time to
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
time, and subject to such approvals as may be necessary in this regard and subject to such conditions as may be imposed by
any authority while granting such approval(s) and as agreed to by the Board of Directors (hereinafter referred to as the "Board", “RESOLVED THAT, in supersession of the resolution passed by members in their meeting held on 9th August, 2014 and
which term shall unless repugnant to the context or meaning thereof, be deemed to include any Committee thereof or any pursuant to the provisions of section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the Rules
person authorized by the Board in this behalf), the consent of the members of the Company be and is hereby accorded made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), subject to such
for paying remuneration to Mr. Desh Deepak Khetrapal - Managing Director & CEO (DIN 02362633) for the period from approvals, consents, sanctions and permissions, as may be necessary, the Articles of Association of the Company and all
1st April, 2017 to 31st March, 2018, including the remuneration to be paid in the event of loss or inadequacy of profits in the other provisions of applicable laws, the consent of the Company be and is hereby accorded to borrow monies, provided that
financial year, as set out in the Explanatory Statement annexed to the Notice. the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained / to be obtained from
the Company’s Bankers in the ordinary course of business, shall not exceed H5,000 crore (Rupees five thousand crores only).
RESOLVED FURTHER THAT, the Board be and is hereby authorized to take all such steps as may be necessary for obtaining
necessary approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things, to execute all such
incidental thereto and to sign and execute deeds, applications, documents and writings that may be necessary, proper, documents, instruments and writings as may be required to give effect to this resolution.”
expedient or incidental for giving effect to this resolution.”
Item No. 11- Creation of Charges / Mortgages on the movable and immovable properties of the Company, both present
Item No. 8 Conversion of loan into equity and future, in respect of borrowings
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT, pursuant to section 62(3) and other applicable provisions, if any, of the Companies Act, 2013, subject to “RESOLVED THAT, in supersession of the resolution passed by the members through postal ballot on 27th January, 2015,
all such approvals, permissions or sanctions as may be necessary and subject to such condition(s) and modification(s) as pursuant to the provisions of section 180(1)(a) and all other applicable provisions of the Companies Act, 2013 and the Rules
may be prescribed or imposed, while granting such approval(s), permission(s), or sanction(s), which may be agreed to by the made thereunder (including any statutory modification or re-enactment thereof for the time being in force), subject to
Board of Directors of the Company (hereinafter referred to as “the Board”) the consent of the Company be and is hereby such approvals, consents, sanctions and permissions, as may be necessary, and the Articles of Association of the Company
accorded to the Board in respect of the financial assistance extended/to be extended by the Financial Institution(s)/ Bank(s)/ and all other provisions of applicable laws, consent of the Company be and is hereby accorded to the Board of Directors
other lenders, such that only in the event of default by the Company under the lending arrangements, financial institution(s)/ of the Company (hereinafter referred to as the “Board”), to create such mortgages/charges/hypothecation and/or other
bank(s), at its option may be able to convert the outstanding facility into ordinary Equity Shares in the Company at a price to encumbrances in addition to the existing mortgage, charges, hypothecation and all other encumbrances, if any, created by
be determined in accordance with the applicable SEBI Regulations and applicable laws at the time of such conversion. the Company, in such form and manner and with such ranking, whether exclusive, pari-passu, subservient or otherwise and
at such time and on such terms as the Board may determine, on all or any of the immovable and /or movable properties of
RESOLVED FURTHER THAT, on receipt of the notice of conversion, the Board of the Company be and is hereby authorized
the Company, both present and future and/ or on the whole or any part of the undertaking(s) of the Company, in favour of
to do all such acts, deeds and things as the Board may deem necessary and shall allot and issue the requisite number of fully
the banks, non-banking financial companies, financial institutions and other lender(s), Agent(s) and Trustee(s), for securing
paid-up ordinary equity shares in the Company to such Financial Institution(s)/ Bank(s)/other lenders.
the borrowings of the Company availed/ to be availed by way of loan (s) (in rupee currency and/ or foreign currency)
RESOLVED FURTHER THAT, the ordinary equity shares to be so allotted and issued to the lenders pursuant to its exercising and/ or debentures( convertible/ non-convertible/ secured/ unsecured) and/ or securities in the nature of debts instruments
the right of conversion shall rank parri-passu in all respects with the then existing equity shares in the Company and be listed issued/ to be issued by the Company (herein after “loans”), from time to time, provided that the total amount of loans
on the Stock Exchange(s) where the existing shares of the Company are listed. shall not at any time exceed H5,000 crores (Rupees five thousand crore only) in aggregate (apart from temporary loans
RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all acts, deeds and things incidental and ancillary obtained/ to be obtained from the Company’s bankers in the ordinary course of business) together with interest , additional
to giving effect to the resolution and delegate all or any of the powers herein conferred by this resolution to any director or interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premium
other executive(s) or officer(s) of the Company.” on prepayment/ redemption, and other incidental expenses in respect of the said loans in terms of Loan Agreement(s),
Debenture Trust Deed(s) or any other document, entered into /to be entered into between the Company and the lender(s),
Item No. 9 Commission to directors Agent(s) and Trustee(s) in respect of such borrowing and containing such specific terms and conditions and covenants in
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: respect of enforcement of security as may be stipulated in that behalf and agreed to, between the Board of Directors and
“RESOLVED THAT, pursuant to section 197 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and lender(s), Agent(s) and Trustee(s).
the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of the Company be and is hereby

authorized to finalise, settle and execute such documents, deeds, writings, papers, and/ or agreements as may be required RESOLVED FURTHER THAT, the Securities issued in foreign markets shall be deemed to have been made abroad and / or in
and do all such acts, deeds, matters and things, as it may in its absolute discretion deem fit, necessary or appropriate” the market and / or at the place of issue of the Securities in the international market and may be governed by the applicable
laws.
Item No. 12-Fixing the remuneration of Mr. Somnath Mukherjee, Cost Auditor of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED FURTHER THAT, in the event of issue of GDRs / ADRs, the pricing shall be determined in compliance with
principles and provisions set out in the Issue of Foreign Currency Convertible Bonds (through Depository Receipt Mechanism)
“RESOLVED THAT, pursuant to the provisions of section 148(3) and all other applicable provisions of the Companies Act,
Scheme, 1993, as amended from time to time and other applicable provisions, as amended from time to time.
2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in
force), the Cost Audit fees amounting to H80,000/- (Rupees Eighty thousand only) plus out of pocket expenses to be paid to RESOLVED FURTHER THAT, in the event the Equity Shares are issued in the course of QIP under Chapter VIII of SEBI (ICDR)
Mr. Somnath Mukherjee, Cost Accountant in Practice (M.NO.-F5343), appointed by the Board of Directors of the Company Regulations, as amended from time to time, the pricing shall be determined in compliance with principles and provisions set
to conduct the audit of the cost records of the Company for the financial year 2017-18, required to be audited under the out in Regulation 85 of Chapter VIII of the SEBI (ICDR) Regulations, as amended from time to time. The Company may offer a
Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for discount of not more than 5% (Five percent) on the price calculated for the QIP or such other discount as may be permitted
the time being in force), be and is hereby ratified and approved.” under SEBI (ICDR) Regulations, as amended from time to time.
Item No. 13- Raising of funds through issuance of securities RESOLVED FURTHER THAT, in the event the Equity Shares are issued in the course of QIP under Chapter VIII of SEBI (ICDR)
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: Regulations, as amended from time to time, the relevant date for the purpose of the pricing of the Equity Shares shall be the
meeting in which the Board decides to open the issue.
“RESOLVED THAT, pursuant to the provisions of sections 42, 62 and other applicable provisions, if any, of the Companies
Act, 2013 along with rules enacted thereunder (“Companies Act”) (including any amendment(s), statutory modification(s) or RESOLVED FURTHER THAT, the Company may enter into any arrangement with any agencies or bodies as are authorized by
re-enactment thereof), enabling provisions of the Memorandum and Articles of Association of the Company, SEBI (Listing the Board for the issue of GDRs and / or ADRs represented by underlying equity shares in the share capital of the Company
Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) read with the listing with such features and attributes as are prevalent in international / domestic capital markets for instruments of this nature and
agreements entered into by the Company with the stock exchanges where equity shares of the Company of face value to provide for the tradability and free transferability thereof in accordance with market practices as per the domestic and /
H1 each are listed and in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital or international practice and regulations, and under the norms and practices prevalent in the domestic/ international capital
and Disclosure Requirements) Regulations, 2009 as amended (“SEBI (ICDR) Regulations”), Foreign Exchange Management markets and subject to applicable laws and regulations and the Articles of Association of the Company.
Act, 1999 as amended, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
RESOLVED FURTHER THAT, for the purpose of giving effect to the above resolutions, the consent of the Company be and
Regulations, 2000, Issue of Foreign Currency Convertible Bonds (through Depository Receipt Mechanism) Scheme, 1993, as
hereby accorded to the Board to do all such acts, deeds, matters and things including but not limited to finalization and
amended from time to time and clarifications issued thereon from time to time and subject to other required rules, regulations,
approval of the offer documents(s), private placement offer letter, determining the form and manner of the issue, including
guidelines, notifications and circulars issued by the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India
the class of investors to whom the Securities are to be issued and allotted, number of Securities to be allotted, issue price,
(“RBI”), the Government of India (“GOI”), the stock exchanges, Department of Industrial Policy & Promotion and / or any
face value, fixing the record date, execution of various transaction documents, as the Board may in its absolute discretion
other competent authorities from time to time to the extent applicable, subject to such approvals, permissions, consents and
deem fit and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities
sanctions as may be necessary from SEBI, stock exchanges, RBI, Foreign Investment Promotion Board, GOI and/or any other
and utilization of the proceeds as it may in its absolute discretion deem fit.
concerned statutory or other relevant authorities as may be required in this regard and further subject to such terms and
conditions or modifications as may be prescribed or imposed by any of them while granting any such approvals, permissions, RESOLVED FURTHER THAT, the Securities to be created, issued, allotted and offered in terms of this Resolution shall be
consents and/or sanctions which may be agreed to by the Board of Directors of the Company (“Board” which term shall subject to the provisions of the Memorandum and Articles of Association of the Company.
include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers RESOLVED FURTHER THAT, the Equity Shares shall be listed with the stock exchanges, where the existing Equity Shares of
including the powers conferred by this Resolution), consent of the Company be and is hereby accorded to the Board in its the Company are listed and the same shall rank pari passu with the existing equity shares of the Company.
absolute discretion to offer, issue and allot equity shares (“Equity Shares”) and /or Global Depository Receipts (“GDRs”) and /
or American Depository Receipts (“ADRs”) (“Securities”) in the course of domestic and / or international offerings representing RESOLVED FURTHER THAT, in the event the Equity Shares are issued in the course of rights issue, the Board shall be
either equity shares or a combination of the foregoing for an amount not exceeding H500 crores (Rupees five hundred crores authorized to determine the rights entitlement ratio, issue price, issue size, number of Equity Shares, record date, issue period,
only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as the Board deems any other terms of rights issue or any matters pertaining to the rights issue.
fit to all eligible investors including but not limited to existing equity shareholders as on record date, residents and / or non- RESOLVED FURTHER THAT, in the event the Equity Shares are issued in the course of rights issue, if the Equity Shares are not
residents, whether institutions, incorporated bodies, foreign institutional investors, qualified institutional buyers, banks, mutual subscribed, the same may be disposed of by the Board in such manner which is not dis-advantageous to the shareholders
funds, insurance companies, pension funds, trusts, stabilizing agents and / or otherwise and / or a combination thereof, and the Company.
whether or not such investors are members, promoters, directors or their relatives / associates of the Company, in the course
RESOLVED FURTHER THAT, the approval of the Company is hereby accorded to the Board to appoint merchant bankers,
of domestic and / or international offerings through public issue and / or private placement and /or rights issue and / or
underwriters, depositories, custodians, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved
qualified institutional placement (“QIP”) and / or any other permitted modes through prospectus and/or an offer document
or concerned in the issue and to remunerate them by way of commission, brokerage, fees or the like (including reimbursement
and / or private placement offer letter and/or such other documents/writings/ circulars / memoranda in such manner, by
of their actual expenses) and also to enter into and execute all such arrangements, contracts/ agreements, memorandum,
way of cash at such time or times in such tranche or tranches and on such terms and conditions as may be determined and
documents, etc., with such agencies, to seek the listing of Securities on one or more recognized stock exchange(s), to affix
deemed appropriate by the Board in its absolute discretion at the time of such issue and allotment considering the prevailing
common seal of the Company on any arrangements, contracts/ agreements, memorandum, documents, etc. as may be
market conditions and other relevant factors in consultation with the merchant banker(s) to be appointed by the Company,
required.
so as to enable the Company to list on any Stock Exchange in India and / or Luxembourg and /or London and /or New York
and /or Singapore and /or Hong Kong and / or any of the Overseas Stock Exchanges as may be permissible.

RESOLVED FURTHER THAT, the issue of Securities, which are convertible into Equity Shares at a later date, shall be, inter alia, NOTES:
subject to the following terms and conditions:
1. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out the details relating to
(a) In the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the allotment Special Business at the meeting, is annexed hereto.
of the Equity Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the
2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS /
equity share capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;
HER BEHALF AND THE PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. Pursuant to the provisions of section
(b) In the event of the Company making rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than 50 (fifty) members and holding
entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer and such additional in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten
Equity Shares shall be offered to the holders of the Securities at the same price at which they are offered to the existing percent of the total Share Capital of the Company may appoint a single person as Proxy, who shall not act as a Proxy for
shareholders; any other member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the
Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form
(c) In the event of merger, amalgamation, takeover or any other re-organization or restructuring or any such corporate
is annexed to this Report.
action, the number of Equity Shares, the price, and the time period as aforesaid shall be suitably adjusted; and
3. Corporate Members intending to send their authorized representatives to attend the meeting pursuant to section 113
(d) In the event of consolidation and/or division of outstanding Equity Shares into smaller number of Equity Shares (including
of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution
by way of stock split) or re-classification of the Securities into other Securities and/or involvement in such other event or
together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf
circumstances which in the opinion of concerned stock exchange requires such adjustments, necessary adjustments will be
at the meeting.
made.
4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the
RESOLVED FURTHER THAT, for the purpose of giving effect to the above, the Board in consultation with the merchant
conclusion of the meeting, a member would be entitled to inspect the Proxies lodged at any time during the business
banker(s), advisors and/or other intermediaries as may be appointed by the Company in relation to the issue of Securities,
hours (between 10:00 A.M. and 6:00 P.M.) of the Company, provided that not less than three days of notice in writing is
be and is hereby authorised on behalf of the Company to take all actions and do all such acts, deeds, matters and things
given to the Company.
as it may, in its absolute discretion, deem necessary, desirable or expedient for the issue and allotment of Securities and
listing thereof with the stock exchanges or otherwise as may be required in relation to the issue and to resolve and settle all 5. Members/ Proxies should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.
questions and difficulties that may arise in the issue, offer and allotment of Securities, including finalization of the number of
6. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled
Securities to be issued in each tranche thereof, form, terms and timing of the issue of Securities including for each tranche
to vote at the meeting.
of such issue of Securities, identification of the investors to whom Securities are to be offered, utilization of the proceeds
and other related, incidental or ancillary matters as the Board may deem fit at its absolute discretion, to make such other 7. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection
applications to concerned statutory or regulatory authorities as may be required in relation to the issue of Securities and to by the members at the Company’s Registered Office on all working days of the Company, during business hours up to
agree to such conditions or modifications that may be imposed by any relevant authority or that may otherwise be deemed the date of the meeting.
fit or proper by the Board and to do all acts, deeds, matters and things in connection therewith and incidental thereto as the
8. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 18th day of
Board in its absolute discretion deems fit and to settle any questions, difficulties or doubts that may arise in relation to the any
September, 2017 to Saturday, 23rd day of September, 2017, both days inclusive, for annual closing and for determining
of the aforesaid or otherwise in relation to the issue of Securities.
the entitlement of the shareholders to the final dividend for financial year 2016-17.
RESOLVED FURTHER THAT, the Board be and is hereby authorised to delegate (to the extent permitted by law) all or any of
9. The dividend on Equity Shares, if declared at the AGM, will be credited / dispatched by 11th day of October, 2017 to those
the powers herein conferred to any officer of the Company.”
members whose names will appear on the Company’s Register of Members as on the book closure date.
By order of the Board of Directors
10. Members holding shares in electronic form are requested to intimate any change in their address and / or bank mandates
D. Gulati to their Depository Participants with whom they are maintaining their demat accounts. The Company or its Registrars
Place: New Delhi Company Secretary cannot act on any request received directly from the members holding shares in electronic form for any change of
Date: 8th August, 2017 (M.No.FCS-5304) bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the members.
The members holding shares in physical form are requested to advise any change of address and / or bank mandate
immediately to M/s. MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area, Phase I, New Delhi – 110020.
11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN)
by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit
the PAN to their Depository Participants with whom they are maintaining their demat accounts. SEBI has also mandated
that for registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card
to the Company for registration of transfer of securities. Members holding shares in physical form can submit their PAN
details to M/s. MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area, Phase I, New Delhi – 110020 or to the
Company.
12. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change
in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s)

dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the
holdings should be verified. meeting through Ballot Paper.
13. Details under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock III. The members who cast their vote by remote e-voting prior to the Annual General Meeting may also attend the
Exchange in respect of the directors seeking appointment/ re-appointment at the Annual General Meeting, forms an Annual General Meeting but shall not be entitled to cast their vote again.
integral part of the Notice. The directors have furnished the requiste declarations for their appointment/re-appointment.
IV. The remote e-voting period commences on 20th September, 2017 (9:00 A.M.) and ends on 22nd September, 2017
14. Members desiring any information relating to the accounts are requested to write to the Company at an early date so as (5:00 P.M.).During this period, members of the Company holding shares either in physical form or in dematerialised
to enable the management to keep the information ready. form, as on the cut-off date i.e.16th September, 2017, may cast their vote by remote e-voting. The remote e-voting
module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the
15. Pursuant to section 101 and section 136 of the Companies Act, 2013 read with relevant Rules issued thereunder,
member shall not be allowed to change it subsequently.
companies can serve Annual Reports and other communications through electronic mode to those shareholders who
have registered their email address/es either with the Company or with the Depository Participants. It is a welcome move V (1) The process and manner of remote e-voting are as under:
for the society at large, as this will reduce paper consumption to a great extent and allow shareholders to contribute
A. In case a Member receives an e-mail from NSDL (for members whose e-mail ID’s are registered with the
towards a greener environment. This is a golden opportunity for every shareholder of Orient Cement Limited to contribute
Company/ Depository Participant(s)):
to the cause of Green Initiative. Members who have not registered their e-mail address with the Company are requested
to register the same by submitting the letter to M/s. MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area, Phase i. Open the e-mail and also open PDF file attached with your Client ID or Folio No. as password. The said PDF
I, New Delhi – 110020. The Members holding shares in electronic form are requested to register their e-mail address with file contains your user ID and password/ PIN for remote e-voting. Please note that the password is an initial
their Depository Participants only. The Members of the Company, who have registered their e-mail address, are entitled password.
to receive communications in physical form, upon request. ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
16. Copies of the Annual Report 2016-17 are being sent by electronic mode only to the members whose email iii. Click on Shareholder-Login
address/es are registered with the Company / Depository Participant(s) for communication purposes unless any member
has requested for a hard copy of the same. For members who have not registered their email address/es, physical copies iv. Put user ID and password as an initial password/ PIN noted in step (i) above. Click Login.
of the Annual Report 2016-17 are being sent by the permitted mode. v. Password Change Menu appears, change the password/ PIN with new password of your choice with
17. The Notice of the 6 AGM and instructions for e-voting, along with the Attendance Slip and Proxy Form, are being sent
th minimum 8 digits/ characters or combination thereof. Note new password. It is strongly recommended not
by electronic mode to all members whose email address/es are registered with the Company / Depository Participant(s) to share your password with any other person and take utmost care to keep your password confidential.
unless, a member has requested for a hard copy of the same. For members who have not registered their email vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
address/es, physical copies of the aforesaid documents are being sent by the permitted mode.
vii. Select the EVEN (E-Voting Event Number) of Orient Cement Limited.
18. Members may also note that the Notice of the 6th AGM and the Annual Report 2016-17 will be available on the Company’s
viii. Now you are ready for remote e-voting as Cast Vote page opens.
website www.orientcement.com.
ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
19. In accordance with the provisions of section 72 of the Companies Act, 2013, members are entitled to make nominations
in respect of the Equity Shares held by them, in physical form. Members desirous of making nominations may procure x. Upon confirmation, the message “Vote cast successfully" will be displayed.
the prescribed form from the Registrar & Share Transfer Agent, M/s. MCS Share Transfer Agent Limited and have it duly
xi. Once you have voted on the resolution, you will not be allowed to modify your vote.
filled and send back to them.
xii. Institutional shareholders (i.e other than individuals, HUF, NRIs, etc.) are required to send a scanned copy
20. Members wishing to claim dividends, which remain unclaimed are requested to correspond with M/s. MCS Share Transfer
(PDF/JPG format) of the relevant board resolution / authority letter, etc., together with the attested specimen
Agent Limited, F-65, Okhla Industrial Area, Phase I, New Delhi – 110020 or with the Company at Birla Tower, 3rd Floor, 25,
signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer via email at:
Barakhamba Road, New Delhi-110 001.
[email protected], with a copy marked to [email protected].
21. The route map to the venue of the meeting is separately attached for the convenience of the members.
B. In case a Member receives physical copy of the Notice of Annual General Meeting (for members whose email
22. Voting through electronic means address/es are not registered with the Company/Depository Participant(s) or requesting physical copy):
I. In compliance with the provisions of section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management i. Initial password is provided with the copy of this notice in separate sheet.
and Administration) Rules, 2014 as amended by the Companies (Management and Administration ) Amendment ii. Please follow all steps from S. No. ii to S. No. xii above, to cast vote.
Rules, 2015 (‘Amended Rules 2015’) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) (2) i. In case of any query, you may refer the Frequently Asked Questions (FAQ’s) for members and remote
Regulations, 2015, the Company is pleased to provide to the members, facility to exercise their right to vote on e-voting user manual for members available at the downloads section of www.evoting.nsdl.com or call on
resolutions proposed to be considered at the 6th Annual General Meeting by electronic means and the business may toll free no.: 1800-222-990.
be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting
ii. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and
system from a place other than venue of the Annual General Meeting (“remote e-voting”) will be provided by National
password/ PIN for casting your vote.
Securities Depository Limited (NSDL).
iii. You can also update your mobile number and email id in the user profile details of the folio which may be
II. The facility for voting through Ballot Paper shall be made available at the Annual General Meeting and the members used for sending future communication(s).

iv. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the
Company as on the cut off date i.e. 16th September, 2017. UPDATION OF EMAIL ID
Kindly ensure to update your fresh Email ID with the Company/Depository if you have changed the same.
v. Any person who acquires shares of the Company and become member of the Company after dispatch of
the notice and holding shares as on the cut-off date i.e 16th September, 2017, may obtain the login ID and
password by sending a request at evoting @nsdl.co.in or Issuer/RTA. EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
vi However, if you are already registered with NSDL for remote e-voting then you can use your existing
Item No. 5
user ID and password for casting your vote. Shareholders who forgot the User Details/Password can use
Based on the recommendation of Nomination & Remuneration cum Compensation Committee of the Board, the Board of
“Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.
Directors of the Company had appointed Mr. I.Y.R. Krishna Rao (DIN 00481367) as an Additional Director of the Company in
com. In case shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+Client
the category of Independent Director with effect from 5th May, 2017.
ID). In case shareholders are holding shares in physical mode, USER-ID is the combination of (EVEN
No.+Folio No.). Pursuant to the provisions of section 161 of the Companies Act, 2013, Mr. I.Y.R. Krishna Rao (DIN 00481367) will hold office
up to the date of the ensuing Annual General Meeting of the Company. The Company has received notice in writing
vii. A member may participate in the Annual General Meeting even after exercising his/ her right to vote through
under the provisions of section 160 of the Companies Act, 2013, from a member along with a deposit of H1,00,000/-
remote e-voting but shall not be allowed to vote again at the Annual General Meeting.
(Rupees one lac only) proposing the candidature of Mr. I.Y.R. Krishna Rao (DIN 00481367) for the office of Independent
viii. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners Director, to be appointed as such under the provisions of section 149 of the Companies Act, 2013.
maintained by the Depositiories as on the cut-off date only shall be entitled to avail the facility of remote
Requisite consent has been received from Mr. I.Y.R. Krishna Rao (DIN 00481367) pursuant to provisions of section 152 of the
e-voting as well as voting at the Annual General Meeting through Ballot Paper.
Companies Act, 2013. In the opinion of the Board, Mr. I.Y.R. Krishna Rao (DIN 00481367) who is proposed to be appointed
ix. Mr. Atul Kumar Labh, Practicing Company Secretary (Membership No. FCS - 4848 / CP - 3238), has been as an Independent Director of the Company for the period of 5 years up to 4th May, 2022 fulfils the conditions specified in
appointed as Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent the Companies Act, 2013 and the Rules made thereunder read with SEBI (Listing Obligations and Disclosure Requirements)
manner. Regulations, 2015.
x. The Chairman shall, at the Annual General Meeting, at the end of discussion on the resolutions on which The Board considers that his continued association would be of an immense benefit to the Company and it is desirable to
voting is to be held, allow voting with the assistance of Scrutinizer, by use of “Ballot Paper” for all those continue to avail services of Mr. I.Y.R. Krishna Rao (DIN 00481367) as an Independent Director.
members who are present at the Annual General Meeting but have not cast their votes by availing the
Mr. I.Y.R. Krishna Rao (DIN 00481367) is directly concerned and interested in this resolution as it relates to his appointment.
remote e-voting facility.
Except Mr. I.Y.R. Krishna Rao (DIN 00481367), no other Director or Key Managerial Personnel of the Company and their
xi. The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes relatives are in any way concerned or interested in the resolution.
cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least
Mr. I.Y.R. Krishna Rao (DIN 00481367) along with his relatives does not hold any shares in the Company and has no relationship
two witnesses not in the employment of the Company and shall make, with in 48 hours of the conclusion of
with any of the other directors of the Company.
the Annual General Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against,
if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare The resolution seeks the approval of members for the appointment of Mr. I.Y.R. Krishna Rao (DIN 00481367) as an Independent
the result of the voting forthwith. Director of the Company pursuant to section 160 and other applicable provisions of the Companies Act, 2013 and the Rules
made thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He is not liable to retire
xii. The results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company
by rotation.
i.e. www.orientcement.com and on the website of NSDL immediately after the declaration of result by the
Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the The Board recommends an Ordinary resolution set forth in Item no. 5 of the Notice for the approval of the members.
stock exchanges at which the shares of the Company are listed.
Item No. 6
By order of the Board of Directors The Members at their Annual General Meeting held on 25th July, 2015, reappointed Mr. Desh Deepak Khetrapal
(DIN 02362633) as Managing Director & CEO (“MD & CEO”) of the Company for a period of 5 years w.e.f 1st April, 2015,
D. Gulati subject to revision in his remuneration every year. Taking into consideration the duties and responsibilities cast on the MD &
Place: New Delhi Company Secretary CEO and considering his knowledge of various aspects relating to the Company’s affairs, and on the recommendation of the
Date: 8th August, 2017 (M.No.FCS-5304) Nomination & Remuneration cum Compensation Committee of the Company, the Board at their meeting held on 4th May,
2016 revised Mr. Khetrapal’s remuneration with effect from 1st April, 2016, subject to the approval by the Shareholders’ of the
Company and such other consents and approvals that may be required.
At the time when the remuneration was revised, the Company had adequate profits. However, during the financial year ended
31st March, 2017, the Company recorded a loss of H6,626 lacs as per section 198 of the Companies Act, 2013. During the
financial year 2016-17, the Company paid managerial remuneration of H603.43 lacs to the MD & CEO of the Company and
that has exceeded the limit prescribed under section 197 read with Schedule V to the Companies Act, 2013 by H444.99 lacs.
The information as required by second provison of Paragraph B of Section-II of Part-II of Schedule V of the Companies Act,
2013, is given below:-

I. General Information: In addition to the above, the MD & CEO was
(1) Nature of industry
(i) provided Company's car (fully maintained and chauffeur driven) for official use.
The Company is primarily engaged in the manufacture and sale of cement and its manufacturing facilities at present
are located at Devapur in Telangana, Chittapur in Karnataka and Jalgaon in Maharashtra. (ii) entitled to the shares of the Company in accordance with the Employees Stock Option Scheme as adopted by the Company.
(2) Date or expected date of commencement of commercial production (iii) entitled for contribution to Provident Fund, Gratuity and Superannuation Fund as per the Rules of the Company.
Devapur – 16th September , 1982
(iv) entitled for encashment of un-availed leave at the end of the tenure or at specified intervals as per the Rules of the
Jalgaon – 28th November, 2000
Company.
Chittapur- 26th September, 2015
(3) In case of new companies, expected date of commencement of activities as per project approved by financial (3) Recognition or awards
institutions appearing in the prospectus Under the dynamic leadership of Mr. Desh Deepak Khetrapal (DIN 02362633) as MD & CEO, the Company was
awarded several prestigious awards including the following awards to name a few:
Not applicable
Financial year 2016-17
(4) Financial performance based on given indicators
Devapur Plant:
(H in crores)
(a) National Energy Management Gold Award from SEEM
Particulars 2016-17 2015-16 2014-15
(b) National Award for Excellence in Energy Management 2016 from CII
Gross Sales 2,171.28 1,691.63 1,768.83
Earnings before interest, depreciation, amortisation & taxation 190.39 193.11 312.80 (c) Mines Safety Week 2016 Awards by Director General of Mines Safety
Net Profit before taxation (66.48) 60.85 251.18 ∞ Overall performance 1st Prize
Net profit (32.10) 62.36 194.78 ∞ Loading and Transportation 1st Prize
∞ Drilling and Blasting 1st Prize
Dividend on equity shares 20.49 20.49 35.85
∞ Publicity, Propaganda & House Keeping 2nd Prize
EPS (1.57) 3.04 9.51
∞ Lighting and Installations 2nd Prize
(5) Foreign investments or collaborations, if any.
(d) Mines Environment & Mineral Conservation Week Awards by Indian Bureau of Mines
Nil ∞ Reclamation and Rehabilitation 1st Prize
II. Information about the appointee: ∞ Waste Dump Management 2nd Prize
(1) Background details ∞ Sustainable Development 3rd Prize
Mr. Khetrapal, aged 62, holds Honours Degree in Business & Economics and Masters Degree in Business Administration ∞ Overall performance 3rd Prize
in Marketing & Finance from Delhi University. He has vast work experience in service, industrial, consumer and retail Chittapur Plant:
businesses. (a) Safety Awards from the Mines Safety Association Karnataka (MSAK)
Before joining Orient Cement Limited, Mr. Khetrapal was the Group Chief Executive Officer of Jumbo Group of ∞ Safety Management System 1st Prize
Companies. He has also worked with Raymond Limited as Chief Operating Officer. ∞ Publicity & Propaganda and
Safety is my responsibility Cards 1st Prize
(2) Past remuneration (p.a)
(Amount in H) ∞ Mine Workings 2nd Prize
Particulars 2015-16 2014-15 ∞ Maintenance of Mining Machinery 2nd Prize
∞ Drilling and Blasting 3rd Prize
Salary 1,68,00,000 1,44,00,000
∞ State Level Overall Performance in mines 2nd Prize
Allowance and perquisites:
(4) Job profile and his suitability
Personal allowance/ pay 72,96,000 52,80,000
Taking into consideration the size of the Company, the complex nature of its operations, and Mr. Khetrapal’s
Special allowance/ pay 75,48,000 53,40,000
broad functional and general management skills, his rich experience of over 39 years, the Board re-appointed
Medical allowance 1,00,000 1,00,000 Mr. Desh Deepak Khetrapal (DIN 02362633) as MD & CEO for a period of 5 years w.e.f 1st April, 2015, subject to
LTA 14,00,000 12,00,000 revision in his remuneration every year.
Driving allowance - 2,40,000
Mr. Khetrapal, MD & CEO of the Company is the driving force behind the Company. Mr. Khetrapal is a man with a
Performance bonus 99,00,000 75,00,000 vision to create a business of excellence and is the inspiration for all, as he spearheads the Company’s management
Company leased accommodation/ House rent allowance 48,00,000 48,00,000 and operations; strategizing and directing it through its next phase of growth. Mr. Khetrapal is a professional business
Total 4,78,44,000 3,88,60,000 leader with a track record of leading and transforming large and diversified organisations, across various industries
including service, industrial, consumer and retail businesses.

(5) Remuneration proposed The renewed push by the government in various construction and infrastructure initiatives augurs well for the sector in
Not applicable the years ahead.It is expected that given the outlook for cement demand, the Company will witness robust growth led by
demand recovery. Existing plants in Jalgaon, Devapur and Chittapur are expected to gain from price improvement across
(6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and
the markets. With the expected demand recovery and the Company being one of the low cost cement producers, it is
person (in case of expatriates the relevant details would be with respect to the country of his origin)
expected that the profitability in the coming year is likely to improve.
The proposed remuneration is comparable considering the industry, size of the Company, the managerial position,
the credentials and responsibilities of the MD & CEO. All documents relevant for remuneration are open for inspection at the Registered Office of the Company on all working
days (Monday to Friday) during normal business hours (between 10:00 A.M. and 5:30 P.M.) upto date of the Annual General
(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel,
Meeting.
if any.
Except the remuneration and perquisites as stated above, Mr. Desh Deepak Khetrapal has no direct or indirect Mr. Khetrapal is a Non-Executive Director of HIL Limited and Non–Executive Independent Director of
pecuniary relationship with the Company or managerial personnel. Further, he does not hold any shares in the Oriental Bank of Commerce. Mr. Khetrapal along with his relatives does not hold any shares in the Company nor has any
Company. relationship with any of the directors of the Company.
III. Other information Mr. Khetrapal is directly concerned and interested in this resolution as it relates to his remuneration. Except Mr. Khetrapal, no
(1) Reasons of loss or inadequate profits other Director or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in the
During the year, demand was under severe pressure due to challenges like drought and demonetization leading to proposed resolution.
prices coming under severe pressure in most markets. Challenges notwithstanding, the Company forayed into new
The Board recommends the Special Resolution set forth in Item no. 6 of the Notice for the approval of the members.
markets like Karnataka and South-West Maharashtra, achieving an overall 26% increase in volume growth.
Item No. 7
The Company’s revenues grew by 29% to H1,870 crore in financial year 2016-17 following an improvement in sales
The members at their Annual General Meeting held on 25th July, 2015 re-appointed Mr. Desh Deepak Khetrapal (DIN 02362633)
volume. The Company reported a post-tax loss of H39.6 crore in financial year 2016-17 compared to a post-tax profit
as Managing Director & CEO (“MD & CEO”) of the Company for a period of 5 years w.e.f 1st April, 2015, subject to revision in his
of H62.8 crore in the previous year.
remuneration every year. Taking into consideration the duties and responsibilities cast on the MD & CEO and considering his
The main reason for loss was lower realization due to lower demand due to reasons mentioned earlier. Apart from knowledge of various aspects relating to the Company’s affairs, and on the recommendation of the Nomination & Remuneration
this, there was increase in the interest and depreciation charge due to commissioning of 3 miilion ton cement plant cum Compensation Committee of the Company, the Board at their meeting held on 5th May, 2017 revised Mr. Khetrapal’s
at Chittapur, Gulbarga (Karnataka). The interest cost increased to H135.2 crore in financial year 2016-17 compared to (DIN No. 02362633) remuneration with effect from 1st April, 2017, subject to the approval by the shareholders’ of the Company
H54.4 crore in the financial year 2015-16. Similarly, depreciation charge increased to H117.02 crore in the financial year and such other consents and approvals that may be required.
2016-17 compared to H74.28 crore in financial year 2015-16.
Pursuant to the Notification no. S.O.2922(E) dated 12th September, 2016 issued by the Ministry of Corporate Affairs
(2) Steps taken or proposed to be taken for improvement (“Notification”), the Company with the approval of members by passing special resolution can pay the remuneration to the
(a) The Company has taken various initiatives to maintain its leadership and improve market share. It has been MD & CEO in case it has no profit or inadequacy of profit, without the approval of Central Government if, the managerial
aggressively pursuing and implementing its strategies to improve volumes and reduce costs coupled with person is:-
marketing campaigns and customer engagement programs.
(i) not having any interest in the capital of the company or its holding company or any of its subsidiaries directly or indirectly
(b) Cost competitiveness – There are many initiatives addressing each cost element for cost competitiveness. These or through any other statutory structures and not having any direct or indirect interest or
inititatives will significantly help in reducing the Company's cost structure.
(ii) not related to the directors or promoters of the Company or its holding company or any of its subsidiaries at any time
(c) People processes and organization structure - In this initiative, projects have been undertaken to drive high during the last two years before or on or after the date of appointment and possesses graduate level qualification with
performance culture, improve functional competencies, improve employee engagement, achieve benchmark expertise and specialized knowledge in the field in which the Company operates.
levels of employee productivity and build a pipeline of talented workforce.
Mr. Khetrapal fulfills the conditions mentioned in the aforesaid Notification.
(3) Expected increase in productivity and profits in measurable terms
Mr. Khetrapal is a professional and holds Honours Degree in Business & Economics and Masters Degree in Business
In financial year 2016-17, the Company sold 26% more cement than in the previous year, utilizing its new plant to
Administration in Marketing & Finance from the Delhi University.
establish its brand in completely new markets. This enabled the Company to outperform the 1.3% contraction in the
country’s cement sector in financial year 2017. During the financial year 2016-17, the Company’s revenue grew by The information required in terms of Paragraph B Part-II, for section II of Schedule V of the Companies Act, 2013, is given in
29% to H1,870 crore following an improvement in sales volumes. EBIDTA stood at H190.4 crore compared to H193.1 Explanatory Statement to Item no. 6.
crore in the previous year. Interest cost increased to H135.2 crore in financial year 2016-17 compared to H54.4 crore However, information required under Para II for past and proposed remuneration should be read as under:-
due to a large investment in the greenfield capacity at Chittapur, Gulbarga (Karnataka).
Challenges notwithstanding, the Company forayed into new markets like Karnataka and South-West Maharashtra,
achieving an overall 26% increase in volume growth. Since Chittapur was a new plant, the key lay in proactively preparing
the market ahead of capacity addition so that the Company’s new volumes could be absorbed. Extensive brand building
activities were conducted in the key south and south-west regions of the country. Besides, new infrastructure projects
in our core markets in the irrigation and road sectors helped to generate demand. The Company enhanced capacity
utilization in its plants through increased geographical diversification and further penetration in existing markets.

In addition to the above,
(i) Provision of suitable Company leased accommodation/ house rent allowance of H4,00,000/-(Rupees four lacs only)
per month and Company car (fully maintained and chauffeur driven) for official use.
Past remuneration (p.a) (Amount in H)
Particulars 2016-17 2015-16 2014-15 (ii) Entitlement to an annual performance linked compensation up to H1,50,00,000/- (Rupees one crore fifty lacs only).
Salary 2,08,32,000 1,68,00,000 1,44,00,000 (iii) Entitlement to the shares of the Company in accordance with the Employees Stock Option Scheme as adopted by
Allowance and perquisites: the Company.
Personal allowance/ pay 98,40,000 72,96,000 52,80,000 (iv) Contribution to Provident Fund, Gratuity and Superannuation Fund will be as per the Rules of the Company.
Special allowance/ pay 1,01,56,560 75,48,000 53,40,000
(v) Encashment of un-availed leave at the end of the tenure or at specified intervals will be as per the Rules of the
Medical allowance 1,00,000 1,00,000 1,00,000
Company and does not form part of the abovementioned compensation.
LTA 17,36,000 14,00,000 12,00,000
Appointment will be terminable by either party by giving three months notice or salary in lieu thereof.
Driving allowance - - 2,40,000
Performance bonus 1,21,50,000 99,00,000 75,00,000 All documents relevant for remuneration are open for inspection at the Registered Office of the Company on all working
Company leased accommodation/ house rent allowance 48,00,000 48,00,000 48,00,000 days (Monday to Friday) during normal business hours (between 10:00 A.M. and 5:30 P.M.) upto date of the Annual General
Meeting.
Leave encashment 7,00,000 - -
Total 6,03,14,560 4,78,44,000 3,88,60,000 Mr. Khetrapal (DIN 02362633) is a Non-Executive Director of HIL Limited and Non–Executive Independent Director of Oriental
Bank of Commerce. Mr. Khetrapal along with his relatives does not hold any shares in the Company nor has any relationship
In addition to the above, the MD & CEO of the Company was
with any of the directors of the Company.
(i) provided Company’s car (fully maintained and chauffeur driven) for official use.
Mr. Khetrapal (DIN 02362633) is directly concerned and interested in this resolution as it relates to his remuneration. Except
(ii) entitled to shares of the Company in accordance with the Employees Stock Option Scheme as adopted by the Mr. Khetrapal (DIN 02362633), no other Director or Key Managerial Personnel of the Company and their relatives are in any
Company. way concerned or interested in the proposed resolution.
(iii) entitled for contribution to Provident Fund, Gratuity and Superannuation Fund as per the Rules of the Company. The Board recommends the Special Resolution set forth in Item no. 7 of the Notice for the approval of the members.
(iv) entitled for encashment of un-availed leave at the end of the tenure or at specified intervals as per the Rules of the Item No. 8
Company. To support the growth plans and for meeting the capital expenditure for the projects of the Company, the Company has
availed and/ or will avail the financial assistance by way of any funding arrangement from various lenders in different tranches
Remuneration proposed
upon such terms and conditions as stipulated by them from time to time and approved by the Board. The terms of the
(from 1st April, 2017-31st March, 2018) sanction provide and/ or may provide that in the event of default by the Company under the lending arrangements, the
(Amount in H) banks and the other lenders may be entitled to exercise the option to convert whole or part of their outstanding facility into
Particulars Monthly Annual fully paid-up ordinary equity shares in the Company at a price to be determined in accordance with the applicable SEBI
Basic salary/ Basic pay 21,52,000 2,58,24,000 Regulations at the time of such conversion.
Allowances and perquisites: The proposed resolution is an enabling resolution under the provisions of section 62(3) and other applicable provisions of the
Personal allowance/ pay 10,80,000 1,29,60,000 Companies Act, 2013. In the event of default (as may be specified by Lenders under lending documents), Banks and other
Special allowance/ pay 11,14,710 1,33,76,520 lenders may be entitled at their option to convert the entire or part of the outstanding facility into ordinary equity shares in
Medical allowance/ reimbursements 1,00,000 the Company in accordance with the applicable SEBI Regulations. This requires prior approval of the members by way of
Special Resolution.
LTA 21,52,000
Gross Salary 43,46,710 5,44,12,520 None of the Directors and Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or
interested in the proposed resolution.
The Board recommends the Special Resolution set forth in Item no. 8 of the Notice for the approval of the members.
Item No. 9
Section 197 of the Companies Act, 2013 (“the Act”) read with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 permits payment of remuneration to Non-Executive Directors of a Company, if, the Company authorizes
such payment by way of a resolution of members. The members of the Company at the 1st Annual General Meeting
held on 13th August, 2012, approved the remuneration that can be paid to Non-Executive Directors of the Company
by way of commission not exceeding one per cent of the net profits of the Company for each year for a period of five
years commencing from 1st April, 2012 and ending on 31st March, 2017. Pursuant to section 309 (7) of the erstwhile
Companies Act, 1956, such approval granted by shareholders was valid only for a period of 5 years. The validity of the

earlier resolution passed by the shareholders expired in the financial year 2016-17. Considering the rich experience and Item No. 13
expertise brought to the Board by the Non-Executive Directors, it is proposed that, remuneration not exceeding one The Company, in accordance with its vision statement, proposes to achieve 15 Million Ton per annum cement capacity
per cent of the net profits of the Company calculated in accordance with the provisions of the Act may be paid and distributed by financial year 2020. Towards this objective, the Company is continuously looking at organic and inorganic growth
amongst the Non-Executive Directors of the Company in accordance with the recommendations of the Nomination & opportunities. In order to fund the growth, there would be need to raise funds through issue of equity shares or equity
Remuneration cum Compensation Committee of the Board and in the event of loss or inadequacy of profits in any financial linked securities. The Company proposes to raise the capital for the purpose of capital expenditure for ongoing and future
year the remuneration may be paid to Non-Executive Directors on the recommendation of Nomination & Remuneration expansion projects, acquisition(s), working capital, repayment of loans and for general corporate purposes.
cum Compensation Committee and subject to approval of Central Government.
In this regard, the Company has been exploring various avenues for raising funds by way of issue of equity shares (“Equity
Such payment will be in addition to the sitting fees for attending Board/Committee meetings. Shares”) and /or Global Depository Receipts (“GDRs”) and /or American Depository Receipts (“ADRs”) (“Securities”) to all
eligible investors including but not limited to existing equity shareholders as on record date, residents and / or non-residents,
None of the Directors and Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or
whether institutions, incorporated bodies, foreign institutional investors, qualified institutional buyers, banks, mutual funds,
interested in the proposed resolution, except to the extent of their respective shareholdings in the Company, if any.
insurance companies, pension funds, trusts, stabilizing agents and / or otherwise and / or a combination thereof, whether
The Board recommends an Ordinary resolution set forth in Item no. 9 of the Notice for the approval of the members. or not such investors are members, promoters, directors or their relatives / associates of the Company in the course of
Item No. 10 & 11 domestic and / or international offerings through public issue and / or private placement and /or rights issue and / or qualified
Keeping in view the Company’s existing and future financial requirements to support its business operations, working institutional placement (“QIP”) and / or any other permitted modes through prospectus and/or an offer document and / or
capital requirements and business expansion plans, the Company needs additional funds. For this purpose, the Company private placement offer letter and/or such other documents/writings/ circulars / memoranda in such manner, at such time or
is desirous of raising finance from various Banks and/or Financial Institutions and/or any other lending institutions and/or times in such tranche or tranches for an amount not exceeding H500 crores (Rupees five hundred crores only), inclusive of
Bodies Corporate and/or such other persons/ individuals as may be considered fit. In view of the above, it is proposed to permissible green shoe option, for cash and at such premium / discount, as applicable, as the Board deems fit and on such
increase the maximum borrowing limits from currently approved H3000 crores to H5,000 crores. Accordingly, the consent of terms and conditions as may be determined and deemed appropriate by the Board in its absolute discretion at the time of
the Shareholders at the Annual General Meeting is sought under section 180 (1) (c) of the Companies Act, 2013. such issue and allotment considering the prevailing market conditions and other relevant factors. The Equity Shares shall rank
pari passu with the existing equity shares of the Company.
Further, as per section 180(1)(a) of the Companies Act, 2013, the consent of members is required for creation of charge (s)/
mortgage(s) on Company’s movable and immovable properties of the Company in favor of lenders in respect of borrowing In the event of the issue of the Equity Shares as aforesaid by way of QIP, it will be ensured that:
availed/to be availed. a) The relevant date for the purpose of pricing of the Equity Shares would, pursuant to Chapter VIII of the SEBI (ICDR)
The Special Resolutions set out in the annexed Notice has to be considered accordingly and the Board recommends the Regulations, be the date of the meeting in which the Board or duly authorised committee thereof decides to open the
same. proposed issue of Equity Shares;
No Director of the Company is concerned or interested in the Special Resolutions. b) The pricing for this purpose shall be in accordance with regulation 85 of Chapter VIII of the SEBI (ICDR) Regulations. The
Company may offer a discount of not more than 5% (Five percent) on the price calculated for the QIP or such other discount
None of the Directors and Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or as may be permitted under SEBI (ICDR) Regulations, as amended from time to time;
interested in the proposed resolutions.
c) The issue and allotment of Equity Shares shall be made only to Qualified Institutional Buyers (QIBs) within the meaning
The Board recommends the Special resolutions set forth in Item no. 10 & 11 of the Notice for the approval of the members. of SEBI (ICDR) Regulations and such Equity Shares shall be fully paid up on its allotment;
Item No. 12 d) The total amount raised in such manner and all previous QIPs made by the Company in a financial year would not
In accordance with the provisions of section 148 of the Companies Act, 2013 (the “Act”) and the Companies (Audit and exceed 5 times of the Company’s net worth as per the audited balance sheet for the previous financial year;
Auditors) Rules, 2014 (the “Rules”), the Company is required to appoint a Cost Auditor to audit the cost records of the
Company. e) The Equity Shares shall not be eligible to be sold for a period of 1 year from the date of allotment, except on a recognized
stock exchange or except as may be permitted from time to time by the SEBI (ICDR) Regulations.
On the recommendation of the Audit Committee at its meeting held on 5th May, 2017, the Board has approved the re-
appointment of Mr. Somnath Mukherjee, Cost Accountant in Practice (M.NO.-F5343), as Cost Auditors of the Company f) The Equity Shares shall be allotted within 12 months of the date of passing of the shareholders resolution.
for conducting the audit of the cost records of the Company for the financial year ending 31st March, 2018, required to For making any further issue of shares to any person(s) other than existing equity shareholders of the Company approval
be audited under the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re- of members is required to be obtained by way of passing a special resolution, in pursuance to section 62 (1) (c) of the
enactment thereof for the time being in force), at a Cost Audit fees of H80,000/- (Rupees eighty thousand only) plus out of Companies Act.
pocket expenses.
Therefore, the Board recommends the Special resolution set forth in Item No. 13 of the Notice for the approval of the
In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members.
Cost Audit fees to be paid to the Cost Auditors of the Company has to be approved by the shareholders of the Company.
The proposed issue is in the interest of the Company and your Directors commend the resolution for your approval.
Accordingly, the Members are requested to approve the remuneration of the Cost Auditors for financial year 2017-18 as set
out in the resolution for the aforesaid services to be rendered by him. None of the Directors and Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or
interested in the proposed resolution, except to the extent of their respective shareholdings in the Company, if any.
None of the Directors and Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or
interested in the proposed resolution.
The Board recommends an Ordinary resolution set forth in Item no. 12 of the Notice for the approval of the members.

Details of Directors seeking appointment and re-appointment at the Annual General Meeting pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretaial Standard - 2 on General Meetings
Particulars
DIN
Mr. Chandrakant Birla
00118473
00481367
02362633
Directors’ Report
Age 62 61 62
Qualifications Bachelor of Arts M.A (Economics) Honours Degree in Business &
Economics and Masters Degree
in Business Administration in
Marketing & Finance from the
Delhi University
Experience 40 years 36 years 39 years
Your directors are pleased to present the 6th Annual Report on the business and operations of the Company along with
Terms and conditions Re-appointment upon retirement by Appointed as additional director w.e.f. 5th Re-appointment for 5 years the audited financial statements for the financial year ended 31st March, 2017.
of appointment/ re- rotation. May, 2017 w.e.f.1st April, 2015
appointment
Date of first appointment on 23rd July, 2011 5th May, 2017 2nd April, 2012
SUMMARY OF FINANCIAL PERFORMANCE
the Board The financial performance of the Company for the financial year ended 31st March, 2017 is summarized below:
Occupation Industrialist Retired IAS-Chief Secretary –Andhra Managing Director & CEO
Pradesh (H in crores)
Expertise in specific Industrialist having rich business Finance, Administration and Governance Marketing, Finance and Business Particulars 2016-17 2015-16
functional areas experience in managing diversified Administration
industrial enterprises. Gross Sales 2,171.28 1,691.63
Directorships held in other 1. Orient Paper & Industries Limited 1. Andhra Pradesh Brahmin Welfare 1. HIL Limited Total Revenue (Net of excise) 1,875.14 1,469.43
bodies corporates 2. National Engineering Industries Limited Corporation 2. Oriental Bank of Commerce
3. AVTEC Limited 2. Indian Institute of Insolvency
Earnings before interest, depreciation, amortization & taxation 190.39 193.11
4. HIL Limited Professionals of ICAI Interest / finance costs 135.33 54.44
5. Birla Brothers Private Limited
6. Birlasoft India Limited Profit before depreciation and taxation 55.06 138.67
7. Neosym Industry Limited
8. Birla SoftInc. U.S.A Depreciation and amortization expenses 121.54 77.82
9. Birlasoft(U.K.)Ltd., London
10. ASS AG, Switzerland Net Profit before taxation (66.48) 60.85
Memberships/ Chairmanships 1. National Engineering Industries Limited 1. Indian Institute of Insolvency 1. HIL Limited Taxation (34.38) (1.51)
of Committees other than ∞ Nomination & Remuneration Professionals of ICAI ∞ Audit Committee-Member
Orient Cement Limited Committee-Member ∞ Monitoring Committee-Chairman ∞ Nomination &
Net profit (32.10) 62.36
2. Birla Institute of Scientific Research- ∞ Grievance Committee-Chairman Remuneration Committee Profit brought forward from last year 306.15 268.45
∞ Governing body - Member ∞ Audit Committee-Chairman –Member
3. Rukmani Birla Hospital & Research ∞ Advisory Committee-Member ∞ Corporate Social Profit available for appropriations 274.05 330.81
Institute- Responsibility Committee
∞ Governing body - Member –Chairman Appropriations
4. Birla Institute of Technology- Chairman 2. Oriental Bank of Commerce
Board of Governors, Chairman & ∞ IT Strategy Committee of
Transfer to Debenture Redemption Reserve - -
President General Council, Board- Chairman Transfer to general reserve - -
∞ Finance Committee - Chairman ∞ HR Committee of Board-
Member Dividend on equity shares 20.49 20.49
∞ Committee of Board on
Customer Service in Bank- Corporate dividend tax 4.17 4.17
Member
∞ Share Issue & Allotment
Balance carried to balance sheet 249.39 306.15
Committee - Member EPS (1.57) 3.04
∞ Stakeholders Relationship
Committee of the Board-
Member
∞ Special Committee of Board BUSINESS AND FINANCIAL PERFORMANCE
for monitoring of Large After a promising start, the financial year 2016-17 proved to be an extremely challenging year for the cement sector
Value Frauds- Member
∞ Remuneration Committee - with the industry as a whole registering a de-growth after several consecutive years of growth in the last decade.
Member Demonetization had a particularly adverse effect on cement volumes, with the contraction in the months following this
∞ CSR Committee - Member
∞ Management Committee of event touching double digits. All this occurred even while the overall GDP grew by an estimated 6.8%, thus interrupting
the Board- Member the correlation that the cement sector has historically shown with national growth. Low consumption was accompanied
Shareholding in the 28,97,570 No. of Shares Nil Nil by a rise in fuel prices on the back of global trends, further impacting the profitability of industry.
Company (As on 31st March 2017)
In this backdrop, the key business and financial highlights of your Company for FY17 are as under:
Number of Board Meetings All the 5 meetings N.A. All the 5 meetings
attended during the year Successfully ramped up sales and dispatches from the 3 million ton Greenfield cement plant at Chittapur (Gulbarga,
Karnataka) following its commissioning in the previous year.
Total cement sales volume for the year stood at 55.52 lac tons against 44.19 lac tons in FY16, a growth of over 26%

KEY MANAGERIAL PERSONNEL A detailed update on the Board & its Committees’ composition,
In terms of the provisions of section 203 of the number of meetings held during the financial year 2016-17
though the industry as a whole de-grew in the year. 2017, both days inclusive , for determining the entitlement
Companies Act, 2013, Mr. Desh Deepak Khetrapal - Managing and attendance of the directors at these meetings is provided
We continued to focus on PPC cement production in of the shareholders to the final dividend for financial year
Director & CEO (DIN 02362633), Mr. Sushil Gupta - Chief in the Report on Corporate Governance.
line with your Company’s commitment to environmental 2016-17.
Financial Officer (FCA-044924) and Mrs. Deepanjali Gulati
sustainability; 76% of cement volume was sold as PPC
- Company Secretary (FCS-5304) are the Key Managerial AUDIT COMMITTEE
from old operations, while PPC sales from new operations CHANGES IN DIRECTORS The Company has a duly constituted Audit Committee in
Pursuant to section 161 of the Companies Act, 2013, Mr. I.Y.R. Personnel (‘KMP’) of the Company.
are also scaling up steadily to reach 42% for the year. line with the provisions of the Companies Act, 2013 and SEBI
Net sales realization during the year remained uneven and Krishna Rao (DIN 00481367) was appointed as an Additional During the year under review, there was no change in the (Listing Obligations and Disclosure Requirements) Regulations,
volatile due to poor demand and low capacity utilization Director w.e.f. 5th May, 2017 to hold office till the date of position of KMPs of the Company. 2015. The primary objective of the Committee is to monitor
in the industry, leading to low prevailing market prices in the ensuing Annual General Meeting. The Company has and provide effective supervision of the Management’s
many of our large markets. received requisite notice together with deposit of H1,00,000 DETAILS OF ESTABLISHMENT OF VIGIL financial reporting process, to ensure accurate and timely
Variable production costs were slightly higher on account
(Rupees one lac only), as provided under section 160 of the MECHANISM / WHISTLE BLOWER POLICY disclosures, with the highest level of transparency, integrity
Companies Act, 2013, from the member, proposing the Your Company has formulated a vigil mechanism through and quality of financial reporting. The Committee met
of higher raw material and fuel prices as well as the
appointment of Mr. I.Y.R. Krishna Rao (DIN 00481367) as an a Whistle Blower Policy to deal with instances of illegal 4 (four) times during the year, the details of which are given
stabilization challenges at the new plant in Chittapur.
Independent Director not liable to retire by rotation. practices, unethical behaviour, actual or suspected fraud or in the Corporate Governance Report. As on 31st March, 2017,
Despite an extremely challenging environment, capacity
violation of the Company’s Code of Conduct or Ethics Policy. the Committee comprised of five independent directors viz.
utilization at your Company’s older plants was at 76% In terms of the provisions of section 152 of the Companies
Mr. Vinod Kumar Dhall (DIN 02591373), Mr. Rajeev Jhawar
during FY17 and 69% overall. Act, 2013 and in terms of the Articles of Association of Adequate safeguards are provided against victimization
(DIN 00086164), Mr. Rabindranath Jhunjhunwala
EBITDA for the year was H190.4 crores as against H193.1 the Company, Mr. Chandrakant Birla (DIN 00118473), to those who avail of the mechanism. The details of the
(DIN 00050729), Mr. Swapan Dasgupta (DIN 07113693) and
crores in FY 16. a Non-Executive Director of the Company, is liable to Whistle Blower Policy are explained in the Corporate
Mr. Janat Shah (DIN 01625535) as well as Mr. Desh Deepak
retire by rotation at the ensuing Annual General Meeting Governance Report. The Whistle Blower Policy is available
A Net Loss of H32.10 crores was registered for the year Khetrapal-Executive Director (DIN 02362633). Detailed
of the Company and being eligible, offers himself for on Company’s website and can be accessed through the information pertaining to the Audit Committee has been
versus a Net Profit of H62.4 crores in the previous year,
primarily due to higher finance costs and depreciation re-appointment. The Board of Directors recommends his web link: http://orientcement.com/investors/. provided in the Report on Corporate Governance.
charges for FY17 as compared with FY16, as a result of the re-appointment for the consideration of the members of the
large investments at Chittapur plant. Company at the ensuing Annual General Meeting. BOARD OF DIRECTORS, ITS COMMITTEES AND POLICY ON DIRECTORS’ APPOINTMENT &
MEETINGS THEREOF REMUNERATION
The plant operations at Chittapur are now largely stabilized, Mr. Desh Deepak Khetrapal (DIN 02362633) was The Company has a professional Board with an optimum The Company endeavors to have an appropriate mix of
with performance guarantee tests on much of the equipment re-appointed as Managing Director & CEO of the Company combination of Executive, Non-Executive and Independent Executive, Non-Executive and Independent Directors, so as
already carried out successfully. Some optimization work is w.e.f 1st April, 2015 for a period of 5 (five) years. However, Directors (including one Woman Director) who bring to to have independence on the Board and separate its function
still in progress by the vendors, notably of the kiln, cement his remuneration was subject to revision every year. On the the table the right mix of knowledge, skills and expertise. of governance from that of management. The selections and
grinding mills and the turbine. We expect to get these recommendation of the Nomination & Remuneration cum The Board provides strategic guidance and direction to the appointments on the Board of the Company are done on
optimization jobs completed soon and achieve all the Compensation Committee, the Board of Directors in their Company in achieving its business objectives and protecting the recommendation of the Nomination & Remuneration
planned efficiencies for the plant. The construction work meeting held on 5th May, 2017, recommended revision in the interest of the stakeholders. The Board is also supported cum Compensation Committee. The appointments are
for the railway siding and the township for the employees is
Mr. Khetrapal’s remuneration for shareholders’ approval. by four Committees of directors viz. the Audit Committee, based on meritocracy and the candidates are considered
beginning very soon now. We are also in the advanced stages
The resolution seeking consideration of Mr. Khetrapal’s the Nomination & Remuneration cum Compensation against objective criteria, having due regard to the benefits
of firming up the size and specifications for the waste heat
remuneration has been included in the Notice of the Annual Committee, the CSR Committee and the Stakeholders’ of diversity on the Board. While evaluating the candidature
recovery power plant, after which the order for the same will
General Meeting. The Board of Directors recommends the Relationship Committee. of an Independent Director, the Committee abides by
be finalized.
resolution for your approval. the criteria for determining independence as stipulated under
We have also taken necessary steps and made investments One meeting of the Board of Directors is held in each quarter.
the Companies Act, 2013 and the SEBI (Listing Obligations
During the financial year, there was no change in the Additional meetings of the Board/Committees are convened
to comply with the latest emission norms notified for SPM and Disclosure Requirements) Regulations, 2015. In case of
and SO2, while we are working with the rest of the industry constitution of the Board of Directors of the Company. as may be necessary for the proper management of the
re-appointment of directors, the Board takes into
to find a workable solution for the new NOX norms which A brief profile and other details relating to the directors are business operations of the Company. A separate meeting of consideration the results of the performance evaluation of
are proving to be a challenge for the industry when we use furnished in the Annual Report. Independent Directors is also held at least once in a calendar the directors.
pet-coke as a fuel. year to review the performance of Non-Independent
None of the directors are disqualified under section 164(2) of Directors, the Board as a whole and the Chairman. The copy of the Nomination & Remuneration Policy for
DIVIDEND the Companies Act, 2013. Directors, KMPs and Senior Management is attached as
During the financial year ended 31st March, 2017, the Board Annexure ‘I’ to this Report.
Your directors are pleased to recommend a final dividend
DECLARATION BY INDEPENDENT DIRECTORS of Directors met 5 (five) times viz. on 4th May 2016, 3rd August
amounting to H0.50 per equity share of face value of H1 each
for the year ended 31st March, 2017, subject to approval of All Independent Directors of the Company have declared and 2016, 6th October 2016, 9th November 2016 and 4th February AWARDS AND RECOGNITIONS
confirmed that they meet with the criteria of independence 2017. The intervening gap between the meetings was within In recognition of its constant quest for growth and
shareholders at the forthcoming Annual General Meeting of
as prescribed under section 149(6) of the Companies Act, the period prescribed under the Companies Act, 2013 and achievement, your Company has been honoured and
the Company. The Register of Members and Share Transfer
Books of the Company will remain closed from Monday, 18th 2013 and Regulation 16(b) of the SEBI (Listing Obligations SEBI (Listing Obligations and Disclosure Requirements) recognized at various forums. The prominent awards are
day of September, 2017 to Saturday,23rd day of September, and Disclosure Requirements) Regulations, 2015. Regulations, 2015. listed below for your reference:

Devapur Plant: 301003E/E300005) as the Statutory Auditors of the Company RELATED PARTY TRANSACTIONS INTERNAL FINANCIAL CONTROLS AND ITS
1. National Energy Management Gold Award from SEEM for the financial year 2017-18. The Company has adequate procedures for identification ADEQUACY
2. National Award for Excellence in Energy Management Auditors’ Report is self-explanatory and therefore, does not and monitoring of related party transactions. All transactions As per the provisions of section 134(5)(e) of the Companies
2016 from CII require further comments and explanation. entered into with related parties during the financial year Act, 2013, the directors have an overall responsibility for
Further, in terms of section 143 of the Companies Act, 2013 were on an arm’s length basis. All related party transactions ensuring that the Company has implemented robust systems/
3. Mines Safety Week 2016 Awards by Director General of
read with the Companies (Audit and Auditors) Rules, 2014, were placed before the Audit Committee and also the Board framework of internal financial controls to provide them with
Mines Safety
as amended, notifications / circulars issued by the Ministry for approval, wherever required. Prior omnibus approval reasonable assurance regarding the adequacy and operating
Overall performance 1st Prize
of Corporate Affairs from time to time, no fraud has been of the Audit Committee and Board was obtained for the effectiveness of controls with regard to reporting, operational
Loading and Transportation 1st Prize transactions that were of a foreseen and repetitive nature. and compliance risks. To enable the directors to meet these
reported by the auditors of the Company where they have
Drilling and Blasting 1st Prize reason to believe that an offence involving fraud is being or These transactions were reviewed by the Audit Committee responsibilities, the management has devised systems/
Publicity, Propaganda & House Keeping 2nd Prize has been committed against the Company by officers or on a quarterly basis. frameworks which are operating within the Company. In line
employees of the Company. with best practice, the Audit Committee and Board regularly
Lighting and Installations 2nd Prize There were no materially significant related party transactions review the internal control system to ensure that it remains
4. Mines Environment & Mineral Conservation Week Awards made by the Company with promoters, directors, key effective and fit for the purpose. Where weaknesses are
COST AUDITORS
by Indian Bureau of Mines managerial personnel or other designated persons which identified as a result of the reviews, new procedures are put
In terms of section 148 of the Companies Act, 2013 read
Reclamation and Rehabilitation 1st Prize may have a potential conflict with the interest of the in place to strengthen controls and these are in turn reviewed
with Companies (Cost Records and Audit) Rules, 2014, the
Company at large. at regular intervals. The systems/ frameworks include proper
Waste Dump Management 2nd Prize Company is required to maintain Cost Accounting records
and get them audited every year. The Board appointed For details on related party transactions, members may refer delegation of authority, policies and procedures, effective
Sustainable Development 3rd Prize
Mr. Somnath Mukherjee, Cost Accountant (M.No.-F5343), to the notes to the financial statement. The Policy on related IT systems aligned to business requirements, internal audit
Overall performance 3 Prize
rd
framework, ethics framework, risk management framework
as Cost Auditors of the Company for the financial year party transactions as approved by the Board is available on
2017-18 at a fee of H80,000/- (Rupees eighty thousand only) and adequate segregation of duties.
Chittapur Plant: the Company’s website and can be accessed through the
1. Safety Awards from the Mines Safety Association plus out of pocket expenses subject to the ratification of the web link: http://orientcement.com/investors/. Your Company’s management has established and
Karnataka (MSAK) said fees by the shareholders at the ensuing Annual General maintained internal financial controls based on the internal
Meeting. Particulars of contract or arrangements with related parties
Safety Management System 1st Prize control over financial reporting criteria established in
referred to in section 188(1) of the Companies Act, 2013, in
The Company has received a letter from him to the effect the integrated framework issued by the Committee of
Publicity & Propaganda and Safety the prescribed Form AOC-2, is annexed as Annexure ‘2’ to
that his re-appointment would be within the limits prescribed Sponsoring Organizations of the Treadway Commission
is my responsibility Cards 1 Prize
st the Report.
under section 141(3)(g) of the Companies Act, 2013 and that (2013 Framework) (the COSO criteria), which considers
Mine Workings 2nd Prize the essential components of internal control stated in the
he is not disqualified for such re-appointment within the CHANGE IN THE NATURE OF BUSINESS
Maintenance of Mining Machinery 2nd Prize meaning of section 141 of the Companies Act, 2013. Guidance Note on Audit of Internal Financial Controls over
There is no change in the nature of business of the Company
Drilling and Blasting 3rd Prize Financial Reporting issued by the Institute of Chartered
during the year under review.
SECRETARIAL AUDITORS Accountants of India. Based on information provided,
State Level Overall Performance in mines 2nd Prize
Pursuant to the provisions of section 204 of the nothing has come to the attention of directors to indicate
RISK MANAGEMENT
STATUTORY AUDITORS Companies Act, 2013 and the Companies (Appointment that any material breakdown in the function of these
The Company has constituted a Risk Management
At the Annual General Meeting held in the year 2014, and Remuneration of Managerial Personnel) Rules, 2014, controls, procedures or systems occurred during the year
Committee to review the risk management plan / process of
M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm M/s Ranjeet Pandey and Associates, Company Secretaries under review.
the Company. The Risk Management Committee identifies
Registration Number 301003E/ E300005) was appointed as (Registration No. F-5922), were appointed to conduct The Internal Auditor of the Company reports functionally to
potential risks, assesses their potential impact and takes
Statutory Auditors of the Company by the shareholders to hold the Secretarial Audit of the Company for the financial year Audit Committee of Board, which reviews and approves risk
timely action to mitigate the same.
office as Statutory Auditors from the conclusion of Annual 2016-17. based annual internal audit plan. Audit Committee periodically
General Meeting held in the year 2014 till the conclusion of The Company has a Risk Management Policy which has
The Secretarial Audit Report is annexed to this report reviews the performance of internal audit function.
eighth Annual General Meeting of the Company to be held been approved by the Board. The Risk Management Policy
as Annexure ‘1’. The Secretarial Auditors’ report is self-
in the year 2019, subject to ratification of their appointment acts as an overarching statement of intent and establishes CORPORATE SOCIAL RESPONSIBILITY
explanatory and therefore, does not require further
at every Annual General Meeting. the guiding principles by which key risks are managed The basic concept of Company’s CSR is to serve the interest
comments and explanation.
across the organization. The Board monitors and reviews of society in a just and equitable manner along with taking the
The Company has received a letter from the auditors
The Board has appointed M/s Ranjeet Pandey and Associates, periodically the implementation of various aspects of the responsibility for the impact of business activities on various
confirming that they are eligible for appointment as auditors
Company Secretaries, (Registration No. F-5922) as Secretarial Risk Management Policy through a duly constituted Risk stakeholders in all aspects of Company’s operations. Your
of the Company under section 139 of the Companies Act,
Auditor of the Company for the financial year 2017-18. Management Committee (RMC). The RMC assists the Company has been taking several initiatives under Corporate
2013 and meet the criteria for appointment specified in
section 141 of the Companies Act, 2013. Board in its oversight of the Company’s management of Social Responsibility (‘CSR’) for society at large, well before it
PARTICULARS OF LOANS, GUARANTEES AND key risks, including strategic and operational risks, as well as has been prescribed through the Companies Act, 2013.
Based on the recommendation of the Audit Committee and INVESTMENTS the guidelines, policies and processes for monitoring and
as per the provisions of section 139(1) of the Companies Act, During the financial year under review, your Company has The Company has constituted a CSR Committee and has
mitigating such risks under the aegis of the overall Business
2013, the Board of Directors of your Company proposes not given any loan or guarantee, made investments and a well-defined Policy on CSR as per the requirement of
Risk Management Framework.
to ratify the appointment of M/s S. R. Batliboi & Co. LLP, provided securities which are covered under the provisions section 135 of the Companies Act, 2013 which covers the
Chartered Accountants (ICAI Firm Registration Number of section 186 of the Companies Act, 2013. There are no risks identified by the Board which may threaten activities as prescribed under Schedule VII of the Companies
the existence of the Company. Act, 2013.

Detailed information pertaining to the CSR Committee has the web link http://orientcement.com/investors/. There is their wealth. The Company is committed to high levels of 2. They have selected such accounting policies and applied
been provided in the Report on Corporate Governance. no change in the ESOS scheme of the Company during the ethics and integrity in all its business dealings that avoids them consistently and made judgments and estimates
financial year. conflicts of interest. In order to conduct business with these that are reasonable and prudent so as to give a true and
The CSR Policy laid down by the Company ensures that:
principles, the Company has created a corporate structure fair view of the state of affairs of the Company as on
Certificate from M/s S.R. Batliboi & Co. LLP, Chartered
1. The CSR agenda is integrated with the business; based on business needs and maintains a high degree of 31st March, 2017 and of the profit and loss of the Company
Accountants (ICAI Firm Registration Number 301003E/
2. Focused efforts are made in the identified community transparency through regular disclosures with a focus on for the year ended on that date;
E300005), Statutory Auditors of the Company confirming
development areas to achieve the expected outcome; adequate control systems. 3. They have taken proper and sufficient care for the
that the scheme has been implemented in accordance
3. The Company contributes towards nation-building with the SEBI Regulations, would be placed at the ensuing A detailed report on corporate governance forms an integral maintenance of adequate accounting records in
through its CSR activities. Annual General Meeting of the Company for inspection by part of Annual Report and is set out as separate section accordance with the provisions of the Companies Act,
As part of its initiatives under CSR, the Company has the members. therein. 2013 for safeguarding the assets of the Company and for
contributed for healthcare, infrastructure development and preventing and detecting fraud and other irregularities;
DISCLOSURE UNDER THE SEXUAL HARASSMENT The certificate of M/s S.R. Batliboi & Co. LLP (ICAI Firm
education for the year under review. 4. They have prepared the annual financial statements on a
OF WOMEN AT WORKPLACE (PREVENTION, Registration Number 301003E/ E300005), Chartered
going concern basis;
Corporate Social Responsibility Report, pursuant to section PROHIBITION AND REDRESSAL) ACT, 2013 Accountants, the Statutory Auditors of the Company
134(3)(o) of the Companies Act, 2013 and Rule 9 of the certifying compliance with the conditions of Corporate 5. They have laid down internal financial controls to be
The Company has zero tolerance towards sexual harassment
Companies (Corporate Social Responsibility) Rules, 2014, Governance as stipulated in the SEBI (Listing Obligations followed by the Company and that such internal financial
at the workplace and has adopted a policy on prevention,
forms part of this Report as Annexure ‘3’ and Disclosure Requirements) Regulations, 2015 is annexed controls were adequate and were operating effectively.
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of with the Report on Corporate Governance as Annexure ‘6’. 6. They have devised proper systems to ensure compliance
The CSR Policy of the Company is enclosed as
Women at Workplace (Prevention, Prohibition and Redressal) The Auditors’ certificate for financial year 2016-17 does not with the provisions of all applicable laws and that such
Annexure –‘II’ to this Report and is also placed on the
Act, 2013 and the Rules thereunder. The Company has contain any qualification, reservation or adverse remark. systems were adequate and operating effectively.
website of the Company. This can be accessed through the
constituted Internal Complaints Committee which is
web link: http://orientcement.com/investors/. PERFORMANCE EVALUATION OF BOARD, MATERIAL CHANGES AND COMMITMENTS
responsible for redressal of complaints related to sexual
harassment. COMMITTEES & INDIVIDUAL DIRECTORS No material changes and commitments affecting the
PARTICULARS OF EMPLOYEES, DIRECTORS & A formal evaluation of the performance of the Board, its financial position of the Company have occurred between
KEY MANAGERIAL PERSONNEL As per the provisions of section 21 and 22 of the Sexual Committees, the Chairman and the individual directors was the end of the financial year of the Company to which the
The information required pursuant to section 197 of the Harassment of Women at Workplace (Prevention, Prohibition financial statements relate and on the date of this Report.
carried out for the financial year 2016-17. The performance
Companies Act, 2013, read with Rule 5 of the Companies and Redressal) Act, 2013, the report on the details of the evaluation was done using individual questionnaires,
(Appointment and Remuneration of Managerial Personnel) number of cases filed under sexual harassment and their CONSERVATION OF ENERGY AND TECHNOLOGY
covering amongst others, composition of Board, receipt
Rules, 2014 is attached as Annexure ‘4’ forming an integral disposal, during the calendar year 2016 is as under: ABSORPTION
of regular inputs and information, functioning, performance
part of this Report. The Company values the significance of conservation of
Number of cases pending as on the beginning Nil & structure of Board Committees, skill set, knowledge &
expertise of directors, preparation & contribution at Board energy and technology absorption and remains conscious
SHARE CAPITAL of the financial year
Meetings, leadership etc. The performance evaluation of the about the environment impact of its business operations.
During the year under review, the Issued, Subscribed and Paid Number of complaints filed during the Nil During the financial year, the Company undertook a variety
respective Committees and that of Independent and Non-
up Share Capital of the Company was 20,48,68,760 shares of financial year of energy conservation measures across all its plants, making
Independent Directors was done by the Board excluding the
H1 each. There was no change in the capital structure of the continuous efforts for judicious use of energy at all levels of
Number of cases pending as on the end of the Nil director being evaluated.
Company. operations by utilizing energy efficient system and processes.
financial year
The performance evaluation of Non-Independent Directors,
Some steps taken towards energy conservation are the result
EXTRACT OF THE ANNUAL RETURN the Chairman and the Board was done by the Independent
of technology absorption. Our new integrated cement
Pursuant to section 134(3)(a) and section 92(3) of the MANAGEMENT DISCUSSION & ANALYSIS REPORT Directors.
As required by Regulation 34(2) of the SEBI (Listing Obligations manufacturing unit at Chittapur has been installed with
Companies Act, 2013 read with Rule 12 of the Companies
and Disclosure Requirements) Regulations, 2015, a detailed new state of the art technology and latest energy efficient
(Management and Administration) Rules, 2014, relevant LISTING WITH STOCK EXCHANGES
Management Discussion and Analysis Report is presented in equipment.
extract of annual return for the financial year 2016-17 is given The equity shares of the Company are listed on National
a separate section forming part of the Annual Report. Stock Exchange of India Limited and BSE Limited. The annual The particulars required under section 134(3)(m) of the
as Annexure ‘5’ to this Report.
listing fees for the financial year 2017-18 have been paid to Companies Act, 2013 read with Rule 8 of the Companies
EMPLOYEES STOCK OPTION SCHEME CORPORATE GOVERNANCE these exchanges. (Accounts) Rules, 2014 regarding conservation of energy,
Corporate Governance ensures fairness, transparency
The Company has in place the Employees Stock Option technology absorption are enclosed as Annexure ‘7’ forming
and integrity of the management. As a part of its strategy,
Scheme 2015 (‘ESOS-2015’) which provides for grant of Stock DIRECTORS’ RESPONSIBILITY STATEMENT part of this Report.
the Company believes in adopting the ‘best practices’ that
Options to eligible employees of the Company. Pursuant to section 134(3)(c) of the Companies Act, 2013, the
are followed in the area of Corporate Governance. The
Board of Directors hereby state that: FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year 2016-17, no options were granted Company emphasizes the need for full transparency and
During the financial year, the Company has not earned any
under ESOS-2015. The applicable disclosures under SEBI accountability in all its transactions, in order to protect the 1. In the preparation of the annual accounts for the financial
foreign exchange.
(Share Based Employee Benefits) Regulations, 2014 (“SEBI interests of its stakeholders. The Board considers itself a year ended 31st March, 2017, the applicable accounting
Regulations”) as at 31st March, 2017 has been uploaded on Trustee of the Company’s shareholders and acknowledges its standards have been followed along with proper The total foreign exchange outgo during the year was
the website of the Company and can be accessed through responsibilities towards them for creating and safeguarding explanation relating to material departures; H4,773.48 lacs.

SUBSIDIARIES, ASSOCIATES AND JOINT COMPLIANCE WITH SECRETARIAL STANDARDS Annexure-1
VENTURE COMPANIES ON BOARD AND GENERAL MEETINGS
During the financial year 2016-17, the Company had no The Company has complied with Secretarial Standards
Secretarial Audit Report
Subsidiary, Associate or Joint Venture company. issued by the Institute of Company Secretaries of India on For the financial year ended on 31st March, 2017
Board Meetings and General Meetings. [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies
DEPOSITS (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
During the financial year under review, the Company did not OTHER STATUTORY DISCLOSURES
accept deposits covered under Chapter V of the Companies Your directors state that no disclosure or reporting is To, d) The Securities and Exchange Board of India (Share
Act, 2013. required with respect to the following items as there were The Members, Based Employee Benefits) Regulations, 2014;
no transactions related to these items during the year under Orient Cement Limited, e) The Securities and Exchange Board of India (Registrars
SIGNIFICANT AND MATERIAL ORDERS review: Unit – VIII, Plot No. 7, to an Issue and Share Transfer Agents) Regulations,
No significant and material orders have been passed by Bhoinagar, Bhubaneshwar, 1993 regarding the Companies Act and dealing with
1. Issue of equity shares with differential rights as to dividend,
any regulators or courts or tribunals against the Company Odisha - 751012 client.
voting or otherwise
impacting the going concern status and Company’s We have conducted the Secretarial Audit of the compliance v) The following legislations specifically applicable to the
2. Issue of sweat equity shares
operations in future. of applicable statutory provisions and the adherence to good Company, being Cement manufacturing Company:-
3. Provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees corporate practices by “Orient Cement Limited” (hereinafter a) The Atomic Energy Act, 1962 read with Atomic Energy
BUSINESS RESPONSIBILITY REPORT called the “Company”). Secretarial Audit was conducted in a (Radiation Protection) Rules, 2004;
The SEBI (Listing Obligations and Disclosure Requirements) ACKNOWLEDGEMENT manner that provided us a reasonable basis for evaluating the
Regulations, 2015 mandates inclusion of Business Your Directors place on record their appreciation for b) Indian Boilers Act, 1923 read with Andhra Pradesh
corporate conducts/statutory compliances and expressing
Responsibility Report as part of Annual Report for top 500 listed assistance and co–operation received from various Ministries Boiler Rules, 1967;
our opinion thereon.
entities based on market capitalization. The Company falls and Departments of Government of India and other State c) The Petroleum Act, 1934;
under the top 500 listed companies by market capitalization. Governments, banks, shareholders of the Company, etc. Your Based on our verification of Orient Cement Limited’s books,
d) The Explosive Rules, 2008;
Accordingly, in compliance with the SEBI (Listing Obligations Directors wish to place on record their sincere appreciation papers, minute books, forms and returns filed and other
records maintained by the Company and also the information e) The Static & Mobile Pressure Vessels (Unfired) Rules,
and Disclosure Requirements) Regulations, 2015 the Business for the dedicated efforts and consistent contribution made
provided by the Company, its officers, agents and authorized 1981;
Responsibility Report is presented in a separate section by the employees at all levels, to ensure that the Company
forming part of the Annual report. continues to grow and excel. representatives, during the conduct of Secretarial Audit, f) Cylinder Rules, 2004;
we hereby report that in our opinion, the Company has, g) Ammonium Nitrate Rules, 2012;
DIVIDEND DISTRIBUTION POLICY during the audit period covering the financial year ended on h) Mines Act, 1952;
Regulation 43A of SEBI (Listing Obligations and Disclosure 31st March, 2017 complied with the statutory provisions listed
By order of the Board of Directors i) Cement (Quality Control) Order, 2003;
Requirements) Regulations, 2015, requires top 500 listed hereunder and also that the Company has proper Board-
For Orient Cement Limited processes and compliance mechanism in place to the extent, j) Limestone and Dolomite Mines Labour Welfare Fund
Companies based on the market capitalization to formulate
in the manner and subject to the reporting made hereinafter. Act, 1972;
Dividend Distribution Policy. In compliance of the said
requirement, the Company has formulated the Dividend k) Mines and Minerals (Development And Regulation)
We have examined the books, papers, minute books, forms
Distribution Policy. The Dividend Distribution Policy of the Act, 1957;
and returns filed and other records maintained by the
Company is enclosed as Annexure –‘III’ to this Report and CK. Birla Company for the financial year ended on 31st March, 2017, l) Mineral Conservation and Development Rules, 1988;
is also placed on the website of the Company. This can be Place: New Delhi Chairman according to the provisions of: m) Metalliferous Mine Regulations, 2012;
accessed through the web link: http://orientcement.com/ Date: 5th May, 2017 (DIN 00118473) i) The Companies Act, 2013 (the Act) and the Rules made n) The Explosives Act, 2008 read with Rules made
investors/.
there under; thereunder
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) We have also examined compliance with the applicable
and the Rules made there under; clauses of the following:
iii) The Depositories Act, 1996 and the Regulations and Bye-
i) Secretarial Standards issued by the Institute of Company
Laws framed there under;
Secretaries of India;
iv) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, ii) The Listing Agreements entered into by the Company
1992 (‘SEBI Act’):- with BSE Limited and National Stock Exchange of India
Limited.
a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) During the period under review, the Company has complied
Regulations, 2011; with the provisions of the Act, Rules, Regulations, Guidelines,
b) The Securities and Exchange Board of India Standards etc. mentioned above subject to the following
(Prohibition of Insider Trading) Regulations, 2015; observation under the Companies Act, 2013 and Rules made
there under:
c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 1. The remuneration paid to the Managing Director & CEO
2009; of the Company during the financial year ended on

31st March, 2017 has exceeded the limit prescribed under We further report that there are adequate systems and Annexure-2
section 197 read with Schedule V to the Companies Act, processes in the Company commensurate with the size
2013. As informed to us, the Company is in the process of and operations of the Company to monitor and ensure
Form No. AOC-2
filing waiver application with the Central Government for (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2)
compliance with applicable laws, rules, regulations and
the above excess remuneration. of the Companies (Accounts) Rules, 2014)
guidelines.
We further report that:- Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred
We further report that, during the audit period, the Company to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third
The Board of Directors of the Company is duly constituted
has: proviso thereto.
with proper balance of Executive Director, Non-Executive
Directors and Independent Directors. The changes in the (i) declared and paid dividend and necessary compliances
composition of the Board of Directors that took place during of the Companies Act, 2013 were made. 1. Details of contracts or arrangements or Khaitan & Co., Mumbai - Professional fees
the period under review were carried out in compliance with transactions not at arm’s length basis:-Nil Talwar Thakore & Associates - Professional fees
(ii) obtained the in principal approval of the Board of Directors
the provisions of the Act. (a) Name(s) of the related party and nature of relationship
for acquisition of shares of Bhilai Jaypee Cement Limited (TT&A)
Adequate notice has been given to all directors to schedule (b) Nature of contracts/arrangements/transactions
and purchase of Nigrie Cement Grinding Unit.
the Board Meetings including committee meetings during (c) Duration of the contracts / arrangements/transactions (c) Duration of the contracts / arrangements/transactions:
the financial year under review, agenda and detailed notes For Ranjeet Pandey & Associates (d) Salient terms of the contracts or arrangements or
on agenda were sent properly before the scheduled meeting, Orient Paper & Industries Limited -Perpetual
Company Secretaries transactions including the value, if any
and a system exists for seeking and obtaining further Khaitan & Co., LLP, New Delhi -Need based
(e)
Justification for entering into such contracts or
information and clarifications on the agenda items before Khaitan & Co., LLP, Kolkata -Need based
Place: New Delhi CS Ranjeet Pandey arrangements or transactions
the meeting and for meaningful participation at the meeting. Khaitan & Co., Mumbai -Need based
Date: 5th May, 2017 FCS- 5922, CP No.- 6087 (f) Date(s) of approval by the Board
All the decisions have been carried unanimously. The Talwar Thakore & Associates (TT&A) -Need based
(g) Amount paid as advances, if any
members of the Board have not expressed dissenting views This report is to be read with our letter of even date which
on any of the agenda items during the financial year under is annexed as Annexure-I and forms an integral part of this (h) Date on which the special resolution was passed in
(d) Salient terms of the contracts or arrangements or
review. general meeting as required under first proviso to
report. transactions including the value, if any:
section 188
Orient Paper & Industries Limited H 12,00,000/-
2. Details of material contracts or arrangement
Khaitan & Co, LLP, New Delhi H 6,00,000/-
or transactions at arm’s length basis
Khaitan & Co, LLP, Kolkata H 1,00,000/-
(a) Name(s) of the related party and nature of relationship
Annexure-I Khaitan & Co., Mumbai H 2,85,000/-
Orient Paper & -Director of the Company Talwar Thakore & Associates - Based on hourly
Industries Limited holding more than 2% shares (TT&A) rate
To, of financial records and Books of Accounts of the in Orient Paper & Industries
The Members, Company. Limited (e) Date(s) of approval by the Board, if any: Not required
Orient Cement Limited, 4. Wherever required, we have obtained the Management Khaitan & Co., LLP -Director is partner in Khaitan & as all transactions were at arms’ length price and were in
Unit – VIII, Plot No. 7, representation about the compliance of laws, rules and Co., LLP ordinary course of business.
Bhoinagar, Bhubaneshwar, regulations and happening of the events, etc.
Odisha - 751012 Khaitan & Co. -Director is partner in Khaitan
5. The compliance of the provisions of Corporate and (f) Amount paid as advances, if any:-Nil
& Co.
Our report of even date is to be read along with this letter: other applicable laws, rules, regulations, standards is Talwar Thakore & -Director is associated through
1. Management of Secretarial record is the responsibility of the responsibility of management. Our examination was Associates (TT&A) collaboration Agreement By order of the Board of Directors
the management of the Company. Our responsibility is to limited to the verification of procedure on test basis. For Orient Cement Limited
express an opinion on these secretarial records based on 6. The Secretarial Audit Report is neither an assurance as to (b) Nature of contracts/arrangements/transactions
our audit. the future viability of the Company nor of the efficacy or
2. We have followed the audit practices and processes effectiveness with which the management has conducted Orient Paper & Industries Limited - Rent
CK. Birla
as were appropriate to obtain reasonable assurance the affairs of the Company. Khaitan & Co., LLP, New Delhi -Professional fees
Place: New Delhi Chairman
about the correctness of the contents of the Secretarial Khaitan & Co., LLP, Kolkata -Professional fees Date: 5th May, 2017 (DIN 00118473)
Records. The verification was done on test basis to ensure For Ranjeet Pandey & Associates
that correct facts are reflected in secretarial records. We Company Secretaries
believe that the processes and practices we followed,
provide a reasonable basis for our opinion. Place: New Delhi CS Ranjeet Pandey
3. We have not verified the correctness and appropriateness Date: 5th May, 2017 FCS- 5922, CP No.- 6087

Annexure-3 (1) (2) (3) (4) (5) (6) (7) (8)
S. No. CSR project or activity Sector in which the Projects or Amount Amount spent on Cumulative Amount
Annual Report on Corporate Social Responsibility (CSR) activities identified Project is covered programs outlay the projects or expenditure spent:
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (1) Local area or (budget) programs up to the Direct or
other project or Sub – heads: reporting through
(Corporate Social Responsibility) Rules, 2014] (2) Specify programs (1) Direct period implementing
the State and wise expenditure agency
district where on projects or
A brief outline of the Company’s CSR policy, including overview of projects or programs proposed projects or programs
programs were (2) Overheads
to be undertaken and a reference to the web-link to the CSR policy and projects or programs: undertaken (H in lacs) (H in lacs) (H in lacs)
The Company’s CSR Policy framework details the mechanisms for undertaking various projects/ programs in accordance 3. Other Projects
with section 135 of the Companies Act, 2013 for the benefit of the community. The Company primarily focuses on education, i. Grant to Vanvasi Hunger, poverty and Devapur, Dist.
Kalyan Parishad malnutrition Adilabad, State- 1.32 1.32 Direct
healthcare, rural development and infrastructure development.
Telangana
CSR Policy is stated on Company’s website and can be accessed through the weblink: http://orientcement.com/investors. ii. Swatch Bharat Sanitation Devapur, Dist.
Sanitation work Adilabad, State 2.24 2.24 Direct
-Telangana
The Composition of the CSR Committee
iii. Repairing of bus Rural development Devapur, Dist.
1. Mr. Janat Shah- Chairman shelters project Adilabad, State 15.00 1.18 1.18 Direct
-Telangana
2. Mr. Desh Deepak Khetrapal- Member
iv. Installation of Environment Nashirabad
3. Mr. Rabindranath Jhunjhunwala-Member Borehole Pump sustainability, Jalgaon and
The Company Secretary of the Company acts as the Secretary to the Committee. at forest nursery, ecological balance, Devapur, Dist.
3.05 3.05 Direct
fencing, cleaning of protection of flora and Adilabad, State
lake and plantation of fauna and conservation –Telangana
Average net profit of the Company for last three financial years: H15,552 lacs trees of natural resources
TOTAL 400.00 414.36 414.36
Prescribed CSR Expenditure (two per cent of the average net profit): The Company is required to spend
H311.04 lacs towards CSR during the financial year 2016-17.
The Company has always taken up social and community development initiatives at its establishments and project sites
Details of CSR spent during the financial year 2016-17. and has been contributing in the areas of education, healthcare and rural development. Apart from the above expenditure,
(a) Total amount to be spent for the financial year 2016-17: H396.17 lacs (including H85.13 lacs carry forward from last year) the Company has also spent H715.49 lacs on projects related to building rural infrastructure and community development
programs which are not covered under section 135 of the Companies Act, 2013.
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below: Our CSR responsibilities
(1) (2) (3) (4) (5) (6) (7) (8) We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors
S. No. CSR project or activity Sector in which the Projects or Amount Amount spent on Cumulative Amount the implementation of the projects and activities in compliance with our CSR objectives.
identified Project is covered programs outlay the projects or expenditure spent:
(1) Local area or (budget) programs up to the Direct or
other project or Sub – heads: reporting through
(2) Specify programs (1) Direct period implementing
the State and wise expenditure agency Janat Shah D. D. Khetrapal R.N Jhunjhunwala
district where on projects or Place: New Delhi Chairman CSR Committee Managing Director & CEO Member
projects or programs Date: 5th May, 2017 (DIN 01625535) (DIN 02362633) (DIN 00050729)
programs were (2) Overheads
undertaken (H in lacs) (H in lacs) (H in lacs)
1. School Infrastructure/ Education Devapur, Dist.
Expenses Adilabad, State- 325.00 336.54 336.54 Direct
Telangana
2. Running of Medical Healthcare Devapur, Dist.
Dispensary and Adilabad, State-
60.00 70.03 70.03 Direct
organizing Medical Telangana
Camps

Annexure-4 (vii) Top ten employees in terms of remuneration drawn :
Details pertaining to Remuneration Name of Designation Remuneration* Qualifications Experience Date of Age The last The
As required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies Employee of the received (H) (No. of commencement (years) employment held percentage
employee years) of employment by such employee of equity
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 before joining the shares
Company held by the
employee
(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the in the
financial year 2016-17 and ratio of the remuneration of each Director to the median remuneration of the employees of Company
the Company for the financial year 2016-17 are as under:- Desh Managing 6,37,18,000 B Com (H), 41 02.04.2012 62 Jumbo Nil
Deepak Director & MBA Electronics,
S.No. Name of the Director/ Remuneration of % Increase/ (Decrease) Ratio of remuneration of Khetrapal CEO Dubai, Group
KMP and Designation Director/ KMP for in remuneration in the each Director/ to median CEO
financial year 2016-17 (H) financial year 2016-17 remuneration of employees Shyam B President- 1,69,91,628 B.E- 35 01.11.2012 57 Reliance Cement Nil
1. Mr. CK. Birla -Chairman - - - Asawa Projects Mechanical, Company Pvt Ltd
Diploma In Director Projects
2. Mr. Desh Deepak Khetrapal 6,81,41,220 24% 100.21 times Business
- Managing Director & CEO Management
3. Ms. Amita Birla-Director - - - Sushil Gupta Chief 1,48,41,360 CA 26 21.07.2014 50 Essar Offshore Nil
4. Mr. Vinod Kumar Dhall - - - Financial Sub-Sea Limited
Officer CFO & Director
-Director (Finance)
5. Mr. Rabindranath Jhunjhunwala - - - Shiva Kant President - 1,44,74,108 B.E - 33 21.07.2014 54 Heidelberg Nil
-Director Pandey Works Electrical Cement
6. Mr. Rajeev Jhawar - - - Additional
Director
-Director
(Technical) & Unit
7. Mr. Janat Shah-Director - - - Head
8. Mr. Swapan Dasgupta - - - Rahul R Chief 1,32,44,400 B.E - 26 28.06.2014 47 FL Smidth Pvt. Nil
-Director Deshmukh Operating Production, Ltd.
Officer EMBA Vice President &
9. Mr. Sushil Gupta 1,61,16,804 15% - Business Head
-Chief Financial Officer Cement Project
Division India
10. Ms. Deepanjali Gulati 20,00,004 26% -
-Company Secretary Rahul Head - 94,37,344 B.E – 16 10.09.2015 37 J.P. Morgan and Nil
Bhandari Strategy Electronics, Mitsubishi UFJ
Note:- PGDM based in London
and Hong Kong
• For this purpose, sitting fees paid to the directors have not been considered as remuneration.
N S Srinivas Vice 88,48,984 MSW - HRM, 21 13.02.2014 44 KEC International Nil
• During the year, the Company has not paid any remuneration to directors other than Managing Director & CEO President LL.B Limited – Vice
of the Company. – Human President
(ii) The median remuneration of employees of the Company during the financial year was H6.80 lac p.a. Resources – Human
Resources
(iii) In the financial year, there was an increase of 10% in the median remuneration of employees.
Pramod K Senior Vice 83,46,805 B.E - 36 16.09.2013 59 Jaypee Cement Nil
(iv) There were 873 permanent employees on the rolls of the Company as on 31st March, 2017. Singhania President Mechanical – Joint President
(v) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial (Works) – Technical
year i.e 2016-17 was 10%. Keeping in view the duties and responsibilities cast on the Managing Director & CEO and Keshav Senior Vice B.Sc, MBA 30 01.07.1987 52 Nil Negligible
considering his knowledge of various aspects relating to the Company’s affairs, the percentile increase in the managerial Sharma President - 72,96,984
Marketing
remuneration for the same financial year was 24%.
and Business
(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel, Excellence
Senior Management Personnel and other employees. Y Srinivasa Senior Vice 64,25,522 M.Tech - 23 05.09.2011 50 Bharathi Cement Nil
Rao President Civil, MBA Corporation Pvt
(Sales) Ltd,
Chief General
Manager-
Marketing

(viii) Employed throughout the year and were in receipt of remuneration at the rate of not less than one crore and two lakh Annexure-5
rupees per annum.
Extract of Annual Return
Name of Designation Remuneration* Qualifications Experience Date of Age The last The as on the financial year ended on 31st March, 2017
Employee of the received (H) (No. of commencement (years) employment percentage [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
employee years) of employment held by such of equity
employee before shares
(Management and Administration) Rules, 2014]
joining the held by the Form No. MGT-9
Company employee
in the I. REGISTRATION AND OTHER DETAILS:
Company
i) CIN L26940OR2011PLC013933
Desh Managing 6,37,18,000 B.Com(H), 41 02.04.2012 62 Jumbo Nil
Deepak Director & MBA Electronics, ii) Registration Date 22nd July, 2011
Khetrapal CEO Dubai, Group iii) Name of the Company Orient Cement Limited
CEO
iv) Category / Sub-Category of the Company Company having share capital
Rahul R Chief 1,32,44,400 B.E - 26 28.06.2014 47 FL Smidth Pvt Nil
Deshmukh Operating Production, Ltd. v) Address of the Registered office and contact details Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar, Odisha-751 012
Officer EMBA Vice President & Tel: 0674-2396930, Fax No. 0674-2396364
Business Head vi) Whether listed company Yes
Cement Project
vii) Name, address and contact details of Registrar MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area,
Division India
and Transfer Agent, if any Phase-I, New Delhi-110 020
Sushil Gupta Chief 1,48,41,360 CA 26 21.07.2014 50 Essar Offshore Nil
Telephone: 011-41406149-52
Financial Sub-Sea Limited
Officer CFO & Director Email: [email protected]
(Finance)
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Shyam B President- 1,69,91,628 B.E- 35 01.11.2012 57 Reliance Cement Nil
All the business activities contributing 10 % or more of the total turnover of the Company:-
Asawa Projects Mechanical Company Pvt Ltd.
Diploma In Director Projects S. No. Name and description of main NIC Code of the Product/ service % to total turnover of the company
Business
Management
products / services
Shiva Kant President - 1,44,74,108 B.E - 33 21.07.2014 54 Heidelberg Nil 1 Cement Group : 239 100%
Pandey Works Electrical Cement Class : 2394
Additional Sub-Class : 23941
Director
(Technical) & III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
Unit Head
S. No. Name and Address CIN/GLN Holding/ Subsidiary/ % of shares held Applicable section
of the Company Associate
(ix) Employed for a part of the financial year, was in receipt of remuneration at the rate of not less than eight lakh and fifty thousand rupees
The Company has no holding, subsidiary and associate company.
per month.
IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)
Name of Designation Remuneration* Qualifications Experience Date of Age The last The
Employee of the received (H) (No. of commencement (years) employment percentage i) Category-wise share holding
employee years) of employment held by such of equity
employee before shares Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
Demat Physical Total % of total Demat Physical Total % of total during
joining the held by the
shares shares the year
Company employee
in the A. Promoters
Company (1) Indian
Nil a) Individual/HUF 73,71,250 - 73,71,250 3.60 73,71,250 - 73,71,250 3.60 Nil
b) Central Govt - - - - - - - -
*Remuneration for this purpose has been calculated on actual receipt basis and excludes any benefit accrued but not paid. c) State Govt (s) - - - - - - - -
Note: d) Bodies Corporate 6,94,58,672 - 6,94,58,672 33.90 6,94,58,672 - 6,94,58,672 33.90 Nil
e) Banks / FI - - - - - - - -
1. The remuneration (vii, viii, ix) does not include the provision made for gratuity and leave benefits, as they are determined
f) Any Other…. - - - - - - - -
on an actuarial basis for the Company as a whole.
Sub-total (A) (1):- 7,68,29,922 - 7,68,29,922 37.50 7,68,29,922 - 7,68,29,922 37.50 Nil
2. Nature of employment is contractual in all the cases. (2) Foreign - - - - - - - -
3. No such employee is a relative of any director or manager of the Company. a) NRIs - Individuals - - - - - - - -
4. No employee was in receipt of remuneration in the financial year which, in the aggregate, or as the case may be was at b) Other – Individuals - - - - - - - -
a rate which, in the aggregate, is in excess of that drawn by the Managing Director and holds by himself or along with his
spouse and dependent children, two percent of the equity shares of the Company.

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change S. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
Demat Physical Total % of total Demat Physical Total % of total during shareholding
the year No. of % of total %of shares No. of % of total % of shares
shares shares during the
Shares shares pledged / shares shares pledged /
c) Bodies Corporate - - - - - - - - - year
of the encumbered of the encumbered
d) Banks / FI - - - - - - - - - Company to total Company to total
e) Any Other…. - - - - - - - - - shares shares
Sub-total (A) (2):- - - - - - - - - - 2 Shekhavati 1,23,20,865 6.01 - 1,23,20,865 6.01 - -
Total shareholding of 7,68,29,922 - 7,68,29,922 37.50 7,68,29,922 - 7,68,29,922 37.50 Nil Investments and
Promoter (A) =(A) (1) Traders Limited
+(A) (2)
3 Nirmala Birla 36,73,680 1.79 - 36,73,680 1.79 - -
B. Public Shareholding
1. Institutions 4 Chandrakant Birla 28,97,570 1.41 - 28,97,570 1.41 - -
a) Mutual Funds 4,86,90,248 2,000 4,86,92,248 23.77 4,06,85,453 2,000 4,06,87,453 19.86 -3.91 5 Hindustan 22,31,000 1.09 - 22,31,000 1.09 - -
b) Banks / FI 69,810 93,460 1,63,270 0.08 96,692 93,460 1,90,152 0.09 0.01 Discounting
Company Limited
c) Central Govt./ State Govt. - - - - - - - - -
d) Venture Capital Funds - - - - - - - - - 6 Gwalior Finance 15,92,500 0.78 - 15,92,500 0.78 - -
e) Insurance Companies 1,77,72,024 - 1,77,72,024 8.67 1,12,06,645 - 1,12,06,645 5.47 -3.20 Corporation Limited
f) FIIs - - - - - - - - - 7 Amer Investments 14,22,000 0.69 - 14,22,000 0.69 - -
g) Foreign Venture Capital - - - - - - - - - (Delhi) Limited
Funds 8 Universal Trading 8,44,280 0.41 - 8,44,280 0.41 - -
h) Others Foreign Portfolio 1,27,80,922 - 1,27,80,922 6.24 1,50,55,632 - 1,50,55,632 7.35 1.11 Company Limited
Investors 9 National 5,37,400 0.26 - 5,37,400 0.26 - -
Sub-total (B)(1):- 7,93,13,004 95,460 7,94,08,464 38.76 6,70,44,422 95,460 6,71,39,882 32.77 -5.99 Engineering
2. Non-Institutions Industries Limited
a) Bodies Corporates 31,93,890 3,32,430 35,26,320 1.72 97,95,826 3,32,430 1,01,28,256 4.94 3.22 10 Rajasthan Industries 5,04,000 0.25 - 5,04,000 0.25 - -
b) Individuals Limited
i) Individual shareholders 1,51,60,619 11,66,735 1,63,27,354 7.97 1,83,51,968 11,20,925 1,94,72,893 9.51 1.54 11 Shyam Sunder 2,80,000 0.14 - 2,80,000 0.14 - -
holding nominal share Jajodia
capital up to H1 lakh
12 Ashok Investment 2,60,000 0.13 - 2,60,000 0.13 - -
ii) Individual shareholders 25,00,000 - 25,00,000 1.22 43,42,024 - 43,42,024 2.12 0.90
Corporation Limited
holding nominal share
capital in excess of H1 lakh 13 Amita Birla 2,60,000 0.13 - 2,60,000 0.13 - -
c) Others 14 Jaipur Finance and 2,08,000 0.10 - 2,08,000 0.10 - -
– NBFC’s Registered with - - - - 4,25,022 - 4,25,022 0.21 0.21 Diary Product Pvt.
RBI Ltd.
–Trust & Foundations - - - - - - - - - 15 India Silica 2,00,000 0.10 - 2,00,000 0.10 - -
– Non-Resident Individual 11,04,440 26,420 11,30,860 0.55 13,58,501 26,420 13,84,921 0.68 0.13 Magnesite Works
– OCB 36,82,240 - 36,82,240 1.80 36,82,240 - 36,82,240 1.80 - Limited
– Cooperative Societies 2,14,63,600 - 2,14,63,600 10.48 2,14,63,600 - 2,14,63,600 10.48 - 16 Bengal Rubber 1,95,000 0.10 - 1,95,000 0.10 - -
Sub-total (B)(2):- 4,71,04,789 15,25,585 4,86,30,374 23.74 5,94,19,181 14,79,775 6,08,98,956 29.73 5.99 Company Limited
Total Public 12,64,17,793 16,21,045 12,80,38,838 62.50 12,64,63,603 15,75,235 12,80,38,838 62.50 - 17 Avani Birla 1,30,000 0.06 - 1,30,000 0.06 - -
Shareholding(B)=(B)(1)+
(B)(2) 18 Avanti Birla 1,30,000 0.06 - 1,30,000 0.06 - -
C. Shares held by - - - - - - - - - Total 7,68,29,922 37.50 2.83 7,68,29,922 37.50 2.83 -
Custodian for GDRs & ADRs
(iii) Change in Promoters’ Shareholding
Grand Total (A+B+C) 20,32,47,715 16,21,045 20,48,68,760 100.00 20,32,93,525 15,75,235 20,48,68,760 100.00 -
S. No. Shareholding at the beginning Cumulative Shareholding
(ii.) Shareholding of Promoters of the year during the year
S. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in No. of shares % of total shares of No. of shares % of total shares
shareholding the Company of the Company
No. of % of total %of shares No. of % of total % of shares
during the
Shares shares pledged / shares shares pledged / At the beginning of the year 7,68,29,922 37.50 7,68,29,922 37.50
year
of the encumbered of the encumbered
Company to total Company to total Date wise increase / decrease in
shares shares Promoters share holding during the
1 Central India 4,91,43,627 23.99 2.83 4,91,43,627 23.99 2.83 - year specifying the reasons for increase No change during the year
Industries Limited / decrease (e.g. allotment / transfer /
bonus/ sweat equity etc):
At the end of the year 7,68,29,922 37.50 7,68,29,922 37.50

(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and holders of GDRs and ADRs): S. No. Name Shareholding Date Increase/ Reason Cumulative shareholding
Decrease during the year (1.4.2016 to
S. No. Name Shareholding Date Increase/ Reason Cumulative shareholding in share- 31.3.2017)
Decrease during the year (1.4.2016 to holding
in share- 31.3.2017) No. of % of total No. of % of total
holding shares at the shares of the shares shares of the
No. of % of total No. of % of total beginning Company Company
shares at the shares of the shares shares of the (1.4.2016)/
beginning Company Company end of
(1.4.2016)/ the year
end of (31.3.2017)
the year
(31.3.2017) 7 Reliance 17,98,970 0.88 01-04-2016
Capital Trustee
1 ICICI Prudential - 01-04-2016 - 29-04-2016 71,62,042 Purchase 89,61,012 4.37
Company Ltd.
Long Term A/c Reliance 10-06-2016 -2,00,000 Sale 87,61,012 4.28
24-03-2017 65,08,425 Purchase 65,08,425 3.18
Equity Fund Tax growth fund
65,08,425 3.18 31-03-2017 24-06-2016 -2,00,000 Sale 85,61,012 4.18
Savings
15-07-2016 -2,00,000 Sale 83,61,012 4.08
2 India Capital 38,90,586 1.90 01-04-2016
Fund Limited 22-07-2016 -3,44,600 Sale 80,16,412 3.91
19-08-2016 80,000 Purchase 39,70,586 1.94
05-08-2016 -1,80,000 Sale 78,36,412 3.83
16-09-2016 4,43,000 Purchase 44,13,586 2.15
19-08-2016 -9,01,300 Sale 69,35,112 3.39
30-09-2016 6,07,831 Purchase 50,21,417 2.45
14-10-2016 -60,851 Sale 68,74,261 3.36
07-10-2016 1,13,997 Purchase 51,35,414 2.51
21-10-2016 -2,50,000 Sale 66,24,261 3.23
51,35,414 2.51 31-03-2017
04-11-2016 -5,47,580 Sale 60,76,681 2.97
3 Franklin 37,00,000 1.81 01-04-2016
Templeton 11-11-2016 -98,000 Sale 59,78,681 2.92
10-06-2016 2,00,000 Purchase 39,00,000 1.90
Mutual Fund A/c 18-11-2016 1,84,900 Purchase 61,63,581 3.01
Franklin India 30-06-2016 1,00,000 Purchase 40,00,000 1.95
High Growth 25-11-2016 50,000 Purchase 62,13,581 3.03
15-07-2016 2,00,000 Purchase 42,00,000 2.05
02-12-2016 -10,00,000 Sale 52,13,581 2.54
22-07-2016 3,00,000 Purchase 45,00,000 2.20
23-12-2016 40,000 Purchase 52,53,581 2.56
18-11-2016 5,00,000 Purchase 50,00,000 2.44
31-12-2016 30,000 Purchase 52,83,581 2.58
50,00,000 2.44 31-03-2017
24-03-2017 -12,95,000 Sale 39,88,581 1.95
4 Government 29,68,935 1.45 01-04-2016
Pension Fund 39,88,581 1.95 31-03-2017
02-12-2016 10,00,000 Purchase 39,68,935 1.94
Global 8 Birla Institute of 35,19,850 1.72 01-04-2016 Nil
31-12-2016 3,20,144 Purchase 42,89,079 2.09
Technology & movement 35,19,850 1.72
42,89,079 2.09 31-03-2017 Science during year
35,19,850 1.72 31-03-2017
5 Life Insurance 42,25,812 2.06 01-04-2016 Nil
Corporation of movement 9 Rukmani Birla 34,72,140 1.69 01-04-2016 Nil
42,25,812 2.06
India during the Educational movement 34,72,140 1.69
42,25,812 2.06 31-03-2017 year Society during year
34,72,140 1.69 31-03-2017
6 National 48,54,644 2.37 01-04-2016
Insurance 10 Reliance 30,81,526 1.50 01-04-2016
24-06-2016 -50,000 Sale 48,04,644 2.35 Capital Trustee
Company 26-08-2016 -10,00,000 Sale 20,81,526 1.02
Limited 26-08-2016 -53,386 Sale 47,51,258 2.32 Company Ltd.
A/c Reliance 28-10-2016 20,000 Purchase 21,01,526 1.03
02-09-2016 -2,46,614 Sale 45,04,644 2.20
Small Cap Fund 24-03-2017 12,95,000 Purchase 33,96,526 1.66
16-09-2016 -1,00,000 Sale 44,04,644 2.15
33,96,526 1.66 31-03-2017
30-09-2016 -1,82,138 Sale 42,22,506 2.06
11 ICICI Prudential 41,67,817 2.03 01-04-2016
42,22,506 2.06 31-03-2017 Value Discovery 04-11-2016 -41,67,817 Sale - 0.00
Fund
- - 31-03-2017

S. No. Name Shareholding Date Increase/ Reason Cumulative shareholding S. No. Name Shareholding Date Increase/ Reason Cumulative shareholding
Decrease during the year (1.4.2016 to Decrease during the year (1.4.2016 to
in share- 31.3.2017) in share- 31.3.2017)
holding holding
No. of % of total No. of % of total No. of % of total No. of % of total
shares at the shares of the shares shares of the shares at the shares of the shares shares of the
beginning Company Company beginning Company Company
(1.4.2016)/ (1.4.2016)/
end of end of
the year the year
(31.3.2017) (31.3.2017)
12 HDFC Standard 36,71,651 1.79 01-04-2016 17 ICICI Prudential - - 01-04-2016
Life Insurance MULTICAP Fund
08-04-2016 11,576 Purchase 36,83,227 1.80 24-03-2017 26,97,798 Purchase 26,97,798 1.32
Company
Limited 29-04-2016 -17,039 Sale 36,66,188 1.79 26,97,798 1.32 31-03-2017
06-05-2016 2,181 Purchase 36,68,369 1.79 18 ICICI Prudential - - 01-04-2016
Balanced Fund
13-05-2016 2,216 Purchase 36,70,585 1.79 25-11-2016 64,085 Purchase 64,085 0.03
27-05-2016 -4,432 Sale 36,66,153 1.79 02-12-2016 24,186 Purchase 88,271 0.04
15-07-2016 16,475 Purchase 36,82,628 1.80 09-12-2016 4,11,729 Purchase 5,00,000 0.24
02-09-2016 -44,000 Sale 36,38,628 1.78 16-12-2016 4,14,784 Purchase 9,14,784 0.45
16-09-2016 -3,80,678 Sale 32,57,950 1.59 31-12-2016 3,00,000 Purchase 12,14,784 0.59
23-09-2016 -2,75,060 Sale 29,82,890 1.46 17-03-2017 71,813 Purchase 12,86,597 0.63
30-09-2016 -15,567 Sale 29,67,323 1.45 15,86,597 0.77 31-03-2017 3,00,000 Purchase 15,86,597 0.77
07-10-2016 -412 Sale 29,66,911 1.45 19 ICICI Prudential - - 01-04-2016
Infrastructure
14-10-2016 -1,19,276 Sale 28,47,635 1.39 04-11-2016 2,00,000 Purchase 2,00,000 0.10
Fund
02-12-2016 -6,65,261 Sale 21,82,374 1.07 11-11-2016 3,85,988 Purchase 5,85,988 0.29
17-02-2017 -1,56,900 Sale 20,25,474 0.99 18-11-2016 2,77,944 Purchase 8,63,932 0.42
24-02-2017 1,56,900 Purchase 21,82,374 1.07 25-11-2016 1,22,056 Purchase 9,85,988 0.48
21,89,567 1.07 31-03-2017 7,193 Purchase 21,89,567 1.07 10-03-2017 2,00,965 Purchase 11,86,953 0.58
13 ICICI Prudential 33,02,684 1.61 01-04-2016 11,86,953 0.58 31-03-2017
Life Insurance 03-06-2016 -503 Sale 33,02,181 1.61 20 ICICI Prudential - - 01-04-2016
Company Value Fund –
Limited 30-06-2016 -1,000 Sale 33,01,181 1.61 04-11-2016 5,76,730 Purchase 5,76,730 0.28
Series 9
01-07-2016 -36,000 Sale 32,65,181 1.59 11-11-2016 2,00,000 Purchase 7,76,730 0.38
08-07-2016 -8,068 Sale 32,57,113 1.59 18-11-2016 1,36,062 Purchase 9,12,792 0.45
06-01-2017 -10,000 Sale 32,47,113 1.59 25-11-2016 2,03,216 Purchase 11,16,008 0.54
13-01-2017 -47,958 Sale 31,99,155 1.56 23-12-2016 40,000 Purchase 11,56,008 0.56
20-01-2017 -26,602 Sale 31,72,553 1.55 11,56,008 0.56 31-03-2017
27-01-2017 -9,622 Sale 31,62,931 1.54 21 ICICI Prudential - - 01-04-2016
Business Cycle
17-02-2017 -31,62,931 Sale 0.00 0.00 13-05-2016 6,36,781 Purchase 6,36,781 0.31
Fund Series 1
- - 31-03-2017 6,36,781 0.31 31-03-2017
14 ICICI Prudential - - 01-04-2016 22 ICICI Prudential - - 01-04-2016
Life Insurance India Recovery
17-02-2017 31,62,931 Purchase 31,62,931 1.54 13-05-2016 5,50,000 Purchase 5,50,000 0.27
Company Fund – Series 1
Limited 31,62,931 1.54 31-03-2017 5,50,000 0.27 31-03-2017
15 Reliance 72,32,042 3.53 01-04-2016 23 ICICI Prudential - - 01-04-2016
Capital Trustee Indo Asia Equity
08-04-2016 -70,000 Sale 71,62,042 3.50 19-08-2016 4,42,000 Purchase 4,42,000 0.22
Company Fund
Limited A/c 29-04-2016 -71,62,042 Sale 25-11-2016 11,180 Purchase 4,53,180 0.22
Reliance Growth - - 31-03-2017 16-12-2016 33,305 Purchase 4,86,485 0.24
Fund
4,86,485 0.24 31-03-2017
16 Shri Jagannath 31,70,000 1.55 01-04-2016 Nil
Educational movement 31,70,000 1.55
Institute during year
31,70,000 1.55 31-03-2017

S. No. Name Shareholding Date Increase/ Reason Cumulative shareholding S. No. For each of the Directors Shareholding at the beginning Cumulative shareholding during the
Decrease during the year (1.4.2016 to and KMP of the year year
in share- 31.3.2017)
holding No. of shares % of total shares of No. of shares % of total shares of
No. of % of total No. of % of total the Company the Company
shares at the shares of the shares shares of the
beginning Company Company 4 Mr. Rajeev Jhawar
(1.4.2016)/ At the beginning of the year - - - -
end of
the year Date wise increase / decrease - - - -
(31.3.2017) in shareholding during the year
specifying the reasons for increase
24 ICICI Prudential - - 01-04-2016 / decrease (e.g. allotment /
Business Cycle transfer / bonus/ sweat equity
13-05-2016 5,09,238 Purchase 5,09,238 0.25
Fund Series 2 etc):
17-06-2016 -1,15,848 Sale 3,93,390 0.19
24-06-2016 -5,637 Sale 3,87,753 0.19
At the end of the year - - - -
3,87,753 0.19 31-03-2017 5. Mr. Vinod Kumar Dhall
25 ICICI Prudential - - 01-04-2016 At the beginning of the year - - - -

India Recovery 13-05-2016 3,68,908 Purchase 3,68,908 0.18 Date wise increase / decrease - - - -
Fund – Series 2
3,68,908 0.18 31-03-2017 in shareholding during the year
/ decrease (e.g. allotment /
(v) Shareholding of Directors and Key Managerial Personnel: transfer / bonus/ sweat equity
etc):
S. No. For each of the Directors Shareholding at the beginning Cumulative shareholding during the
and KMP of the year year At the end of the year - - - -
6. Mr. Rabindranath Jhunjhunwala
No. of shares % of total shares of No. of shares % of total shares of
the Company the Company At the beginning of the year - - - -
1. Mr. Chandrakant Birla Date wise increase / decrease - - - -
At the beginning of the year 28,97,570 1.41 28,97,570 1.41 in shareholding during the year
Date wise increase / decrease - - - -
in shareholding during the year
transfer / bonus/ sweat equity
etc):
transfer / bonus/ sweat equity At the end of the year - - - -
etc): 7. Mr. Janat Shah
At the end of the year 28,97,570 1.41 28,97,570 1.41
At the beginning of the year - -
2 Ms. Amita Birla
At the beginning of the year 2,60,000 0.13 2,60,000 0.13 in shareholding during the year
in shareholding during the year / decrease (e.g. allotment /
specifying the reasons for increase transfer / bonus/ sweat equity
/ decrease (e.g. allotment / etc):
transfer / bonus/ sweat equity At the end of the year - - - -
etc):
8 Mr. Swapan Dasgupta
At the end of the year 2,60,000 0.13 2,60,000 0.13
3 Mr. Desh Deepak Khetrapal
At the beginning of the year - - - -
Date wise increase / decrease - - - - specifying the reasons for increase
in shareholding during the year / decrease (e.g. allotment /
specifying the reasons for increase transfer / bonus/ sweat equity
/ decrease (e.g. allotment / etc):
etc):

S. No. For each of the Directors Shareholding at the beginning Cumulative shareholding during the VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
and KMP of the year year A. Remuneration to Managing Director, Whole-time Directors and/or Manager (H in lacs)
No. of shares % of total shares of No. of shares % of total shares of S. No. Particulars of Remuneration Managing Director & CEO Total Amount
the Company the Company
1 Gross salary
9 Mr. Sushil Gupta
(a) Salary as per provisions contained in section 17(1) of 603.15 603.15
the Income-tax Act, 1961
in shareholding during the year (b) Value of perquisites u/s 17(2) of Income-tax Act, 1961 31.54 31.54
specifying the reasons for increase (c) Profits in lieu of salary under section 17(3) of Income- - -
tax Act, 1961
etc): 2 Stock Option (in number) 8,31,900 Options 8,31,900 Options
At the end of the year - - - - 3 Sweat Equity - -
10 Ms. Deepanjali Gulati 4 Commission
At the beginning of the year - - - - - as % of profit - -
Date wise increase / decrease - - - - - others - -
specifying the reasons for increase 5 Others
/ decrease (e.g. allotment / - Employers’ Contribution to Provident Fund 25.00 25.00
etc): Total (A) 659.69 659.69
At the end of the year - - - - B. Remuneration to other directors (H in lacs)
V. INDEBTEDNESS S. No. Particulars of Name of Directors Total

Indebtedness of the Company including interest outstanding/accrued but not due for payment (H in lacs) Remuneration Amount
Mr. Ms. Amita Mr. Rajeev Mr. Vinod Mr. Mr. Janat Mr.
Chandra- Birla Jhawar Kumar Rabindranath Shah Swapan
Secured Loans Unsecured Deposits Total kant Birla Dhall Jhunjhunwala Dasgupta
excluding deposits Loans Indebtedness
1. Independent Directors
Indebtedness at the beginning
• Fee for - - 6.50 12.00 8.50 9.50 6.00 42.50
of the financial year attending board
i) Principal Amount 1,23,693.70 - - 1,23,693.70 / committee
meetings
ii) Interest due but not paid - - - -
• Commission - - - - - - - -
iii) Interest accrued but not due 214.03 - - 214.03
• Others - - - - - - - -
Total (i+ii+iii) 1,23,907.73 - - 1,23,907.73
Total (1) - - 6.50 12.00 8.50 9.50 6.00 42.50
Change in Indebtedness
2. Other Non-Executive Directors
during the financial year
• Fee for 5.00 3.00 - - - - - 8.00
• Addition 1,15,592.73 67,500.00 - 1,83,092.73 attending board
• Reduction 1,19,997.51 57,500.00 - 1,77,497.51 / committee
meetings
Net Change (4,404.78) 10,000.00 - 5,595.22
• Commission - - - - - - - -
Indebtedness at the end of the
• Others - - - - - - - -
financial year
Total (2) 5.00 3.00 - - - - - 8.00
i) Principal Amount 1,19,288.92 10,000.00 - 1,29,288.92
Total (B)=(1+2) 5.00 3.00 6.50 12.00 8.50 9.50 6.00 50.50
ii) Interest due but not paid - - - -
Total Managerial H 659.69* (excluding the sitting fees paid to Non-Executive Directors)
iii) Interest accrued but not due 163.07 - - 163.07 Remuneration
Total (i+ii+iii) 1,19,451.98 10,000.00 - 1,29,451.98 (A+B)
Over all ceiling as During the financial year ended 2017, the Company incurred loss under section 198 of the Companies
per Act Act, 2013 read with Rules made thereunder. The remuneration paid to the Managing Director & CEO of
the Company during the financial year ended on 31st March, 2017 has exceeded the limit prescribed under
section 197 read with Schedule V to the Companies Act, 2013. The Company is in the process of filing
waiver application with the Central Government for the excess remuneration.

C. Remuneration to Key Managerial Personnel other than Managing Director/ Manager/ Whole Time Director Annexure-6
(H in lacs)
Auditors’ Certificate
S. No. Particulars of Remuneration Chief Financial Company Secretary Total Amount
Officer
1. Gross salary
To,
(a) Salary as per provisions contained 150.87 18.66 169.53
The Members of Orient Cement Limited
in section 17(1) of the Income-tax Act,
1961 We have examined the compliance of conditions of Corporate Governance by Orient Cement Limited, for the year ended
(b) Value of perquisites u/s 17(2) of the - - - on 31st March, 2017, as stipulated in chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure
Income-tax Act, 1961 Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchange(s).
(c) Profits in lieu of salary under section - - - The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
17(3) of the Income-tax Act, 1961 limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions
2. Stock Option (in number) 1,73,700 Options - 1,73,700 Options of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
3. Sweat Equity - - - In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
4. Commission has complied with the conditions of Corporate Governance as stipulated in the provisions as specified in chapter IV Securities
- as % of profit - - - and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to Listing
- others - - - Agreement of the said Company with stock exchange(s).
5. Others We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
- Employer’s Contribution to Provident 7.35 0.96 8.31 effectiveness with which the management has conducted the affairs of the Company.
Fund
For S.R. Batliboi & Co. LLP
Total (C) 158.22 19.62 177.84
Chartered Accountants
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: ICAI Firm Registration Number: 301003E/E300005
Type Section of the Brief Description Details of Penalty Authority [RD / Appeal made, if
Companies Act / Punishment/ NCLT/ COURT] any (give details)
Sanjay Kumar Agarwal
Compounding
Place: New Delhi Partner
fees imposed
Date: 5th May, 2017 Membership No.: 060352
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding
By order of the Board of Directors

For Orient Cement Limited
CK. Birla
Place: New Delhi Chairman
Date: 5th May, 2017 (DIN 00118473)

Annexure-7 (ii) The steps taken by the Devapur:
Company for utilising
Conservation of Energy and Technology Absorption Usage of alternative fuel in all the three Kilns.
alternate sources of
Jalgaon:
energy;
A) Conservation of energy: Small solar panels (3 KW) provided at Packing Plant.
(i) The steps taken or Devapur: (iii) The capital investment -

impact on conservation on energy conservation
Power saving due to operating RM-2 Vent Fan with SPRS in place of GRR.
of energy equipments
Kiln-2 circuit was studied and stopped certain identified equipment to avoid idle
(B) Technology absorption:
running.
(i) The efforts made Devapur:
CA fan is being operated with VFD, resulted in power saving.
towards technology Mineral conservation: Low grade lime stone has been consumed on continuous
Idle running of FK pump compressors were reduced by optimizing process air absorption basis with optimized fuel mix and additives.
requirement.
Increased % usage of pet coke in all three Kilns within MoEF emission norms.
Motor of coal firing blower was replaced with 75 KW in place of 132 KW motor,
resulted in energy saving. Installation of 3 phase rectifier transformer in Kiln & Cooler ESP’s of all the Kilns to
comply/ meet new CPCB stack emission guidelines.
Replacement of pumps with energy efficient pumps in softener plant.
Study by FLS for usage of low grade limestone
Increased the feeding capacity of AFR in Kiln-1.
Plant performance studies by FLS, KHD, CII, NCBM etc.
Line-1: Capacity enhancement of PC Kiln feed bucket elevator was carried out
Jalgaon:
Jalgaon:
Line-01 PLC upgradation by replacing SLC with latest control logix system.
Replacement of worn out grinding media in both the mills.
Upgradation of packer 1 & 2.
Replacement of conventional luminaries by LED fittings.
Replacement of HT isolator by vacuum circuit breaker for distribution transformer.
Replacement of Roller (movable) of Line-02
Replacement of conventional chain bucket elevator by belt elevator at Packer-01.
Upgradation of packer 01 & 02
Chittapur:
Optimisation of compressed air utilisation
Latest state of the art technology has been installed at Chittapur Plant that has the
Replacement of line-02 cement mill outlet diaphragm.
lowest energy consumption as well as lowest fuel consumption. The following
Chittapur: energy efficient equipments are installed:
Utilisation of 100% pet coke in place of fossil fuel for conservation of high grade i) Roller press in finished mode for raw grinding.
lime stone and also for conserving the fossil fuel for future generations.
ii) Double string 6 stage PH with CB cooler with guaranteed Special Heat
All cooler fans, ESP fans and pre calciner coal firing system are operating with PID consumption of 694 K.Cal/Kg.Cli.
auto control mode for saving energy.
iii) Vertical roller mills for cement grinding in finished mode.
Stacker travel drive motor has been replaced by higher rating motor. After
iv) New state-of-the-art technology packers (double discharge)
implementation of the same, achieved the maximum availability of lime stone
stacker operation up to the rated capacity that has resulted in reduction in specific v) All process fans are installed with VFD drives for optimization of power.
power consumption. (ii) The benefits derived like Devapur:
Various steps have been taken to optimize the raw mill operations in term of product improvement, Mineral conservation has increased the life of mining with low grade lime stone
capacity & power consumption. cost reduction, product stock pile @ 13.6% silica
development or import Installed 3 phase rectifier transformer and the stack emissions are within the new
Various steps have been taken to optimize the pyro system operations in term of
substitution MoEF norms.
capacity & power consumption and optimization of fuel consumption.
Chittapur:
Boiler feed pump operation control has been put-up in auto mode that has
resulted reduction in power consumption. Using the low cost additive material in consumption like chemical gypsum, laterite,
lithomarge and 100% pet coke.
Cement mill 1&2 fan inlet dampers removed that resulted in pressure drop across
Cost saving by developing alternate vendors.
the damper. This saved the energy consumption.
Installation of new truck tippler for coal unloading.
Out of two cement bags cleaning fans per packer in packing plant, one was
optimized for both the lines (radial & tangential) and the other fan had been kept Isolation of compressor for packing plant operations that allowed smooth /
as stand-by. This reduced the operation of 5 fans out of 10 fans that in turn saved uninterrupted packing and loading of cement.
46.5 KW energy per hour.

(iii) in case of imported
Management discussion
technology (imported
during the last three
and analysis report

years reckoned from
the beginning of the
financial year)
(a)
the details of
technology imported
(b) the year of import
Not Applicable INDIAN ECONOMIC OVERVIEW per capita cement consumption (190 kilograms against the
India’s GDP growth has been sustained in the high single global average of over 350 kilograms), India is the world’s
(c) whether the technology second largest cement producer and consumer.
digits for the last few years, the country hailed as a ‘bright
been fully absorbed
spot’ among emerging economies. However, India’s GDP India’s current cement capacity is estimated in a range of 420-
(d) if not fully absorbed, growth weakened moderately in 2016-17; the original 430 million tons on an annual basis. India’s 10 largest cement
areas where absorption projected GDP growth of 7.6% (estimated by IMF) was revised companies account for almost 70% of the country’s cement
has not taken place, and to 6.6% following the country’s currency demonetization capacity. An estimated 188 large cement plants cumulatively
the reasons thereof; that resulted in cash shortages and payment disruptions. accounted for 97% of the total national installed capacity;
and The effects of demonetization had abated by the close of approximately 365 small plants accounted for the rest. Of
(e) the expenditure Devapur: the financial year after having affected economic growth for these large cement plants, about 77 were located in Andhra
incurred on research Study by FLS for usage of low grade limestone H5.55 lacs two quarters with the IMF, thereafter, upgrading its growth Pradesh, Rajasthan and Tamil Nadu. The principal cement
and development estimates for FY17 to 6.8%. manufacturing clusters of India comprise Satna (Madhya
Plant performance studies by FLS, KHD, CII, NCBM, etc. H9.46 lacs
India’s eight core infrastructure supportive industries of coal, Pradesh), Gulbarga (Karnataka), Chandrapur (Maharashtra),
crude oil, natural gas, refinery products, fertilizers, steel, Yerranguntla (Andhra Pradesh), Nalgonda (Andhra Pradesh)
cement and electricity registered a cumulative growth of and Chandoria (Rajasthan).
By order of the Board of Directors 4.5% during FY17, although the growth was concentrated
For Orient Cement Limited in steel, refinery products and electricity while sectors STRENGTHS
like crude oil, natural gas and cement actually registered Mature cement sector; high technology absorption;
de-growth. (Source: DIPP) environment compliance.
CK. Birla National demographic profile (younger population)
Place: New Delhi Chairman OUTLOOK supportive of sustained growth in the infrastructure and
Date: 5th May, 2017 (DIN 00118473) India’s fundamentals are expected to emerge stronger housing sectors.
following the emphasis on digitization, GST implementation, Adequate investment by large cement players in capacity
favorable monsoons, stable oil prices, stronger supply and market coverage.
chain linkages and renewed consumer confidence. In view
Low threat from substitutes or imports.
of these realities (and the fact that the Chinese economy
continues to remain sluggish), India is likely to retain its WEAKNESSES
position as the fastest growing major economy with a Freight, power and fuel represent a large proportion of
projected GDP growth rebound to 7.2% in FY18 and 7.7% the cost structure; increase in energy prices impacts
in FY19. (IMF World Economic Outlook estimates). The profitability.
proposed GST implementation is expected to catalyse inter-
Significant underutilization of installed capacity.
state trade enhancing investments, reducing supply chain-
related issues, enhancing scale-based economies-of-scale, Increasingly stringent environmental challenges .
moderating overheads and adding about 150 bps to GDP High competition clusters marked by additional capacities
growth (Source: IMF, ICRA). around limestone reserves.
INDIAN CEMENT INDUSTRY OPPORTUNITIES

Over many years, India’s cement sector experienced a robust Largely under-consuming nation, reflected in low per
growth driven by the growth in the country’s infrastructure capita consumption; rising disposable incomes to drive
and construction sectors. The cement demand generated demand growth.
by these sectors was adequately addressed by a significant Government’s serious intent in transforming policies into
production capacity in the country which was, in turn, action through initiatives like Swacchh Bharat, Affordable
backed by extensive limestone reserves in concentrated Housing, Smart Cities and a focus on infrastructure
pan-India belts. The result is that even with relatively low growth.

being promoted. Other Central Government schemes SALES
like development of Smart Cities, Swachh Bharat and In the business of cement manufacture, success is derived
Proposed GST implementation could result in seamless profitably before investing further in clinkerisation. The
AMRUT have been proposed in addition to increased from the ability to market cement at the highest realizations
inter-state movement of material and provide freight country’s grinding capacity could continue to grow as the
infrastructure spending; together with, increased fund in the quickest time within the shortest distance from the
optimization opportunities. industry seeks to collectively increase its reach into new
allocation to the States. These are expected to catalyse manufacturing facilities.
markets profitably.
THREATS cement demand in the months ahead.
In 2016-17, the Company sold 26% more cement than in the
Higher pet coke and coal prices in line with higher oil Most large M&A in the cement sector appears to have been Irrigation: In a renewed push for irrigation projects to
previous year, utilizing our new plant to establish our brand
prices could impact margins. completed this year with most available assets acquired deal with the uncertain nature of rainfall in our country, a
by stronger players. The successful integration of these in completely new markets. This enabled the Company to
Higher diesel costs and rail freight tariff could limit the Long Term Irrigation Fund was set up in NABARD with a
assets with existing operations and increasing overall asset outperform the 1.3% contraction in the country’s cement
area of profitable sales. corpus of H40,000 crores. Several large irrigation projects
utilization levels, are likely to be two main themes for the sector in FY17. Average sales realisation at H3371 per MT was
have been taken up by State Governments, especially in
Probable restrictions on industrial fuels like fuel oil and sector going forward. 2.1 per cent higher than in the previous financial year.
Maharashtra, Andhra Pradesh and Telangana.
pet coke on account of pollution. In terms of market share, Telangana, and the regions of
Despite the demand slowdown in FY17, primarily due to Industrial growth: The increased public capital expenditure
Requirement to comply with continuously evolving and Marathwada and Khandesh in Maharashtra were markets
the one-off effects of demonetization, the Indian economy through budgetary allocations to the infrastructure and
increasingly stringent environmental regulations. where the Company enjoyed the highest sales penetration.
consistently reported 6 per cent-plus growth annually for the energy sectors has been accompanied by significant
last few years. Besides, the renewed push by the government investments by public sector companies operating in The Company increased market shares in core regions
INDIA’S CEMENT SECTOR, FY17 where it traditionally operated while building its brand and
In FY17, India’s cement sector continued to ride India’s in various construction and infrastructure initiatives, including these sectors. This, together with increasing incomes
the Union Budget, augurs well for the sector in the years and consumer demand for products and services, is distribution channel in the new market of Karnataka, which it
infrastructure development, rural housing construction recently entered.
ahead. expected to also trigger higher private capital expenditure
and sustained economic expansion in the first half of the
fiscal year. However, India’s cement sector registered an as economic confidence returns. This turn in the cycle In terms of growth, in the overall 26% increase in volume for
The Indian cement industry is expected to grow 4 to 5% y-o-y
overall contraction of 1.3% for FY17 compared to growth of should strengthen the demand for basic materials, the year was spread across the existing markets of Andhra
in FY18, driven largely by infrastructure growth and a rural
4.9% and 5.5% in the previous two years. The weakness in including cement. Pradesh, Telangana, Maharashtra and MP/Chhattisgarh.
housing revival.
actual growth was on account of industrial sluggishness on The profitability of cement manufacturers in FY18 is expected Karnataka, a relatively new market, registered considerably
one hand as well as the demonetization induced demand SECTORAL DEMAND DRIVERS to improve from FY16 and estimated FY17 levels due to higher growth over the previous year.
weakness towards the end of the financial year on the other. Housing sector: India is enjoying a demographic sweet stable-to-better demand growth and consequently higher
Besides, a glut in the country’s residential segment impacted spot with a large young population creating a significant prices, despite an increase in input costs (particularly energy). LOGISTICS
the growth of the real estate sector, affecting cement offtake unmet demand for homes that is likely to drive cement In 2016-17, your Company’s logistics team supported the
and realisations. Historically, the country’s cement sector has sector demand for many years. A large proportion of ORIENT CEMENT’S FINANCIAL PERFORMANCE sales team in achieving record offtake from our plants.
demonstrated a GDP elasticity of 1.2x, but this relationship this demand is in the Affordable Housing segment. In Your Company’s revenue grew by 29% to H1870 crore in The Company continuously monitored the various freight
has weakened in recent years. (Source: DIPP data) the recent Union Budget, the Government allocated 2016-17 following an improvement in sales volumes. alternatives, making it possible to shift some dispatches
infrastructure status to the affordable housing segment, EBIDTA stood at H190.4 crore compared to H193.1 crore in from railways to road, resulting in lower logistics costs. Your
India’s housing sector remained the country’s biggest the previous year. Interest cost increased to H135.2 crore in Company negotiated better with transporters, dispatched
providing it superior financing access, and tax incentives.
cement consumer, accounting for about 67% of the sector’s 2016-17 compared to H54.4 crore due to a large investment more than 50% of its output directly to customers during the
The Government also proposed to complete 1 crore
total consumption. The other major cement consumers in the greenfield capacity at Chittapur, Gulbarga (Karnataka). year and operated 82 depots across the States of its presence
houses by 2019 for the homeless and those living in
comprised infrastructure (13%), commercial construction kutcha houses under its ‘Housing for All by 2022’ program, The Company reported a post-tax loss of H39.6 crore in to deliver material on demand. The Company maintained as
(11%) and industrial construction (9%) (Source: Kotak). increasing the allocation to the Pradhan Mantri Awaas 2016-17 compared to a post-tax profit of H62.8 crore in the low a finished goods inventory as possible, optimizing costs.
In FY17, some of the broad trends in India’s cement industry Yojana – Gramin from H15,000 crores to H23,000 crores previous year.
In the months ahead, your Company intends to invest in
comprised continued consolidation in the sector, low in FY17-18. The National Housing Bank is estimated to For the year under review, demand moderated due to digital initiatives to improve truck movement within the plant
investment in new capacity, limited traction for limestone refinance individual housing loans of about H20,000 crore challenges like demonetization and sand supply shortage and on road to customers. As part of this effort, initiatives
block auctions, lower capacity utilization due to one- in 2017-18. Measures like interest subvention schemes, in the peak summer leading to prices coming under severe like RFID in Devapur and GPS implementation in Jalgaon
off events , aggressive branding and launch of premium increase in the reach of the mortgage sector and decline
pressure in most markets. Challenges notwithstanding, the are being implemented. The Company is exploring ways
cements, deeper marketing penetration, continued use of in mortgage rates are expected to significantly drive
Company forayed into new markets like Karnataka and to improve deliveries to large customers in cities through
fly ash and slag in the manufacture of environment-friendly demand for cement from the housing sector.
South-West Maharashtra, achieving an overall 26% increase investment like bulk terminals etc.
cement, use of alternative fuels to moderate production Infrastructural sector: The Central Government increased in volume growth. Since Chittapur was a new plant, the key
costs in the face of high fuel prices and increased industry infrastructure investment to a record H3.96 lakh crore lay in proactively preparing the market ahead of capacity PROCUREMENT
investments in Eastern India. in the Union Budget, with H2.41 lakh crore for the addition so that our new volumes could be absorbed. In a business where raw materials and fuel account for a
transportation sector alone across road, rail and shipping. Extensive brand building activities were conducted in the key significant proportion of the cost of production, even a
OUTLOOK This includes commissioning of railway lines of 3,500km south and south-west regions of the country. Besides, new nominal improvement in procurement rates of these inputs
India’s cement industry is expected to expand manufacturing in 2017-18, road construction including the Pradhan infrastructure projects in our core markets in the irrigation can substantially improve margins and profit. During the year
capacity at a slower rate, going forward, as the industry Mantri Gram Sadak Yojana and National Highway projects. and road sectors helped to generate demand. During the under review, Project Urja was launched by engaging an
looks to better utilize existing large and unused capacities Separate projects for airports and waterways are also year under review, we enhanced capacity utilization in our external consultant to focus on key spend areas of energy
plants through increased geographical diversification and on an end-to-end basis; a few initiatives were launched to
further penetration in existing markets. optimize the value chain.

Your Company also ensured mid-to-long term domestic coal neighbourhoods in which it operates. HUMAN RESOURCES AND INDUSTRIAL RELATIONS plans. Each plan recommended by the CSR Committee has
security by entering into Fuel Supply Agreement (FSA) with Human resource development continues to be your specified CSR activities which are diligently implemented and
Safety plays a crucial role in a cement Company’s operations,
Singareni Collieries, while retaining the flexibility to source Company’s priority in delivering strategic priorities. Your their impact is monitored to ensure the expected outcomes.
given the nature of the equipment we use and the areas
other forms of fuel to capitalize on price trends in the future. Company continued to invest in people, nurturing talent in
we operate in. The company consumes valuable and non- The Company focuses on community education, preventive
The Company opted out of inefficient long-term fly ash line with this agenda.
renewable natural resources. In line with this, the Company’s healthcare, skill development and supportive infrastructure
agreements while retaining key raw material security.
‘Work Safe Live Safe’ motto enshrines its core commitment. Your Company implemented its digital performance around three plants. At Devapur, the Company operates a
The Company also invested in ARIBA, a cloud-based management system during the year under review, facilitating school, providing quality education to the children of plant
Health and Safety: During the year under review, besides
B2B platform that makes it possible for buyers to search a strong and data-driven performance management culture. workers and community at large, comprising the English
ensuring statutory compliances, your Company also invested
suppliers, procure goods and services at better prices via Your Company also implemented sales force automation, and Telugu media of teaching. The school addresses the
in safety systems, trained employees in skill enhancement,
reverse auctions, negotiate better terms and track spending. training 100% of the sales force in utilising these tools to educational needs of 1500 children. The Company supports
conducted various awareness programs, observed ‘National
Following the implementation of this digital solution, the enhance productivity. The customer engagement process the local community where people can avail facilities and
Safety Day/ Week’ and ‘Road Safety Week’, employed
platform services a significant proportion of your Company’s was streamlined to facilitate constant market feedback medicines free from the Company dispensary. The Company
adequate personnel protective equipment, ensured the
sourcing requirements. through the sales force. Regular plant meetings and constant conducts regular health camps and health education
establishment and observation of due processes, introduced
sales monitoring helped enhance per person productivity. sessions.
BRANDING AND CUSTOMER ENGAGEMENT employee rewards / recognitions, recognized on-site safety
In a challenging 2016-17, the Company worked extensively champions, created an innovative ideas forum, conducted Your Company also took steps to enhance employee At Chittapur, the Company has engaged in rural infrastructure
through its marketing and communications teams to safety inspections, hazard communication, motivation engagement and ensure better communication across the building (roads and drains, installation of reverse osmosis
revitalize, uplift and strengthen the brand. programs, safety meetings and relevant housekeeping. organization. One of these steps included inter-plant data plants in villages, conducted cleaning activities and planting
Your Company has also introduced ‘Orient Safety Week’ for integration through Medhas, a knowledge-sharing practice trees). Besides, the Company has sponsored an NGO to
During the year, your Company implemented a series of widespread safety awareness among all levels of employees across plants. Project Happy. A1 was another initiative that assist women and girls from nearby villages in learning
measures to ensure that the increased volume from new and involved their family members. During this event, the encouraged two-way employee communication and tailoring programs while helping them access employment
capacities was absorbed seamlessly and sustainably. The brand responsibility of every individual towards safety management engagement. The project comprised programs that covered all programs through the NGO’s collaboration with garment
was repositioned around a new communication campaign - was emphasized through the theme “I Care for Safety” employees in the area of rewards and recognition, enhanced industry clients. The Company has facilitated an ITI institute
Pressure Sustaining Technology (PST) - implemented around communication, capability development, motivation and
Environment: The Company is committed to emissions job-oriented program to develop industrial skills for the local
the ‘Pressure deta nahi, leta hain’ campaign. During the morale to build and sustain a high performance work culture.
reduction, climate protection, efficient energy management, youth.
first half of the year under review, the Company leveraged
below-the-line (BTL) advertising, outdoor and print media to responsible resource use and conservation in line with Young and talented employees continued to be identified In Jalgaon and Nashirabad, the Company has constructed
promote the brand; during the second half, the Company ‘Today’s Need – Future of Our Children’. Your Company’s through leadership development initiatives like the Chairman toilets in line with the Government’s Swachh Bharat Abhiyan.
launched a television commercial campaign in core markets. approach to preservation of the eco-system has enabled the Circle and CEO Circle programs, making it possible for your The Company has also developed an in-plant green belt
The Company screened advertisements in Madhya Pradesh Company to counter water scarcity across its plants. While Company to build a talent pool; the senior management coupled with dust collectors and covered conveyor belts to
and Chhattisgarh cinema halls as well as promoted the brand the Company uses limestone from its mines at Devapur, is playing a key role in mentoring and developing these moderate environment impact.
through radio channels. The campaign was well received in it has converted the area around the limestone mines individuals.
all the Company’s key markets, especially Maharashtra, which into a large lake called Maisamma Sagar and developed INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the year, your Company hired from the elite
constitutes close to 50% of your Company’s sales volumes. surrounding pockets into panoramic spots for picnics/get- In order to ensure orderly and efficient conduct of business,
management institutions (IIMs and ISB) in the country as well
togethers. Your Company’s Devapur and Jalgaon plants are the Company has put in place necessary internal control
The Company also invested in digital media, video films as select engineering and management colleges, creating a
dotted with ‘green zones’; the residential quarters have been systems, considering its business requirements, scale of
and mobile vans to engage with a new age customer while dynamic competence mix. Talent was also hired from peers
designed with tree-lined avenues. The Company celebrates operations and applicable statutes. The systems include
providing front line sales force with tools and technologies to address specific gaps and requirements as your Company
Vana-Mahotsav and World Environment Day by planting policies and procedures, IT systems, delegation of authority,
(like Sales Force Automation tablets) to engage with the grows into a relevant national player. While average employee
thousands of tree saplings. segregation of duties, internal audit and review framework
customer better and address dealer queries in real-time. In (management staff) age was 37 years, in specific employee
summary, even while your Company operated regionally, Your Company recently joined Cement Sustainability Initiative bands the average age moderated to 34 years, indicating a etc.
it invested and responded to the market to create a much (CSI), a voluntary global CEO-led business initiative, operating well-rounded experience range. The Company has designed necessary internal financial
bigger impact. under the umbrella of World Business Council for Sustainable controls and systems with regard to adherence to its policies,
The number of direct and indirect (contract workmen)
Development (WBCSD). By joining CSI, your Company has safeguarding of its assets, prevention and detection of frauds
During the year under review, we enhanced the reach and employees was 4100+ at the close of the year under review.
voluntarily accepted the responsibility to achieve higher and errors, accuracy and completeness of accounting records,
efficacy of our BTL activities. We developed multiple audio- The team grew by 54 net employees in 2016-17; attrition was
and stringent goals towards environmental and social and timely preparation of reliable financial information. The
visuals, brochures and toolkits to demonstrate the benefits of less than 5%. Industrial relations remained cordial.
sustainability. The Company will also be required to publish compliance with these controls and systems is periodically
our products during more than 1100 meetings conducted by
improvements in the area of sustainability.
the technical services team to reach masons, home builders, CORPORATE SOCIAL RESPONSIBILITY reviewed by the Internal Audit function and exceptions
architects and engineers during the course of the year. Through this membership, your Company will become At your Company, corporate social responsibility reflects a are reported to the Audit Committee and followed up for
part of a global mission to make the cement industry a symbiotic relationship with the communities it engages with. corrective action. The Company has engaged the services
SUSTAINABILITY responsible contributor to global sustainability. As part of the As a responsible corporate citizen, the Company contributes of a professional Chartered Accountancy firm to carry
Orient Cement is committed to enhance long-term various working groups in this initiative, we expect to learn to the community’s social and economic development. The out its internal audit. It also has an in-house Internal Audit
stakeholder value not only through profitable operations and contribute to the steps that our industry takes, leaving a Company has integrated its CSR direction with business department manned by qualified professionals to conduct,
but also through supporting the environment and safer and sustainable world for succeeding generations. strategy. For effective implementation, long-term CSR coordinate and monitor audit activities, and also follow up on
plans have been fleshed into medium-term and short-term compliance and actions taken. All material audit observations

and follow-up actions thereon are reported to the Audit Assess (identify and prioritize) risks through risk brand by focusing on quality, cost, timely delivery, customer continuously benchmarking its people practices with the best
Committee for its review on a regular basis. identification and risk prioritization service, advertising and brand promotion. The Company HR practices across the industry, carrying out improvements
Mitigate risks through the design and implementation of is investing in marketing and promotions to sustain brand to attract and retain talent. The Company is reviewing,
The Company has elaborate systems for Budgetary Control
activities that help manage risks to an acceptable level. equity in its areas of operation, strengthen brand salience in implementing and monitoring personal development plans
and timely Management Information System (MIS). The
new markets and enhance its competitiveness. for high performers and high potential employees.
Company maintains a system of internal controls designed Follow a formal process to update Board of Directors,
to provide a high degree of assurance regarding the Audit Committee and Governance Risk & Compliance Industrial safety, employee health and safety risk: The
effectiveness and efficiency of operations, the reliability of Committee on the implementation of mitigation plans. Indian cement industry is labour-intensive; it is exposed to CAUTIONARY STATEMENT
financial controls and compliance with laws and regulations. health and injury risks due to accidents or negligence. To This statement made in this section describes the Company’s
A combination of these systems has made the Company’s RISK PROFILES AND MITIGATION reinforce the safety culture in the organisation and mitigate objectives, projections, expectation and estimations which
internal control system robust. Economic factors: A change in macroeconomic conditions, this risk, the Company has taken numerous initiatives. The may be ‘forward looking statements’ within the meaning
such as slowdown in GDP due to structural or one-off factors Company has a robust approach to enhance safety and of applicable Securities Laws and Regulations. Forward-
The Company has a well-established Risk Management like de-monetisation, interest rate trends, inflation, drought health awareness at all its locations. The various measures looking statements are based on certain assumptions
Policy. The Governance Risk and Compliance Committee affecting rural incomes etc. can have an adverse impact on include the development and implementation of critical and expectations of future events. The Company cannot
(GRCC) of the Company monitors and carries out periodic the Company’s performance. To manage these risks, the safety standards across units and project sites, establishment guarantee that these assumptions and expectations are
reviews of the robustness of its Risk Management framework. Company is continuously tracking economic parameters of processes for safety training across levels, promotion of a accurate or will be realized by the Company. Actual results
The Committee presents a mitigation plan of the risks faced to proactively identify adverse events early and formulate safety culture for staff members, and contract workers with could differ materially from those expressed in the statements
by the Company to the Audit Committee and the Board of strategies to minimize their impact on its business. appropriate insurance coverage. or implied due to the influence of external factors which are
Directors. The Internal Audit function is responsible for the
Credit exposure: Delays in payments from customers may Human resources risk: The Company’s ability to enhance beyond the control of the Company. The Company assumes
review and independent assurance of the overall effectiveness
lead to shortfall in cash flow, and also add to cost through value is dependent on its ability to attract, retain and no responsibility to publicly amend, modify or revise any
and efficiency of the Risk Management processes.
increased working capital requirements. To mitigate this risk, nurture talent. Attrition and non-availability of the required forward-looking statements on the basis of any subsequent
The governance, risk and compliance framework of the the Company has balanced its business between institutional talent/resources can affect performance . The Company is development, information or events.
Company was reinforced during the year under review. The and retail clients and also seeks to implement innovative
Company strengthened its internal audit function around ways to proactively increase collections. This has reduced
effective systems and procedures, robust internal controls a concentration of debtors and the risk of a longer working
framework and enhanced automation. Our risk based capital cycle.
audit approach focused on the Company’s objectives and
Cost concerns: Increase in the costs of raw material, power
impediments to achieving those objectives, with an emphasis
and fuel due to inflation or global price trends may impact
on added value.
profitability. The Company is employing various means to
The Company ensured alignment of the internal controls reduce the impact of rising costs through better fuel sourcing
systems and processes to existing and new regulatory processes, dynamic fuel mix capabilities to capitalize on
compliances. It enhanced awareness among relevant emerging price trends and the use of alternative fuels. A focus
employees through trainings and workshops. The Company on achieving better operating efficiencies and reducing coal
intends to enhance the use of technology and integrate and power consumption continues as a way of life.
analytics into its audit methodology to prevent under-
Compliance: The growth in business size, coupled with
delivery, broaden audit coverage, provide trends, exceptions/
increasing regulatory enactments, has increased compliance
non-routines and enhance focus on issues that matter.
requirements. Non-compliance with statutory provisions
could not only lead to monetary penalties but also impact
RISKS AND CONCERNS
the reputation of the organisation and the goodwill it has
Orient Cement operates in a challenging environment. Its
accumulated over the years. This risk is mitigated through
ability to enhance value is dependent on addressing key
regular monitoring and review of changes in the regulatory
risks. The Company’s robust risk management program does
framework, and also through monitoring of compliances
not aim to eliminate risks as that could eliminate chances
through Compliance Management Software and other
of rewards/ opportunities. Instead, it is focused on ensuring
mechanisms.
that risks are identified and addressed. The Company’s policy
on risk management details objectives, principles, processes, Competition risk: The country’s cement industry is witnessing
procedures and related responsibilities. increasing competition on account of the geographic
concentration of cement plants, supply overhang and low
The following stages are involved in the Company’s risk
levels of capacity utilization. Increased competition can
management:
create pressure on margins, market share, etc. To mitigate this
Establish the context against which objectives of the risk, the Company is leveraging its expertise and experience,
Company are identified and prioritized. investing continuously in enhancing the equity of its Birla A1

and experience in areas critical to the organization. This As on 31st March, 2017, the Board consists of 8 (eight)
helps to drive value-based guidance whilst maintaining the members, of whom 1 (One) is an Executive Director i.e.
Corporate Governance Report independence of the Board and to separate its functions of
Governance and Management.
Managing Director & CEO and 7 (seven) members are Non-
Executive Directors. Amongst the 7 (seven) Non-Executive
Directors, 5 (five) are Independent Directors. Further, there is
The Company has a balanced Board with a combination 1 (one) Woman Director.
of Executive and Non-Executive Directors to ensure
COMPANY’S GOVERNANCE PHILOSOPHY emphasizes the fiduciary role of the management to The size and composition of the Board conforms to the
align and direct all actions of the organisation towards independent functioning and the current composition of the requirements of Regulation 17 of the SEBI LODR Regulations
The Board and Management Team of Orient Cement
attaches utmost importance to the principles of corporate creating lasting shareholder value; Board is in conformity with Regulation 17(1) of SEBI LODR and the Companies Act, 2013. Other details relating to the
governance and ensures that the highest standards of (e) Corporate Responsibility: The Company includes Regulations. directors as on 31st March, 2017 are as follows:
corporate governance are established and maintained in the sustainable development - environmental and social – as
Company on an ongoing basis to safeguard the long term a key strategic objective which is enshrined in its core Name of Director Position held in the Directorship in Committee Committee
interests of all stake holders. vision - to be an ‘employer of choice’ and a ‘neighbor of Company other Companies@ Membership in Chairmanship in
choice’ wherever it operates. (including Orient) listed and unlisted listed and unlisted
The Company is committed to adhering to corporate
(f) Integrity: Besides enforcing a demanding code of Companies# Companies#
governance practices that are best in class in order to
conduct for the employees, vendors and Board, the (including Orient) (including Orient)
ensure healthy business fundamentals and deliver optimum
performance under all circumstances. Company ensures the independent verification and Mr. Chandrakant Birla Chairman, Non-
7 - -
truthful presentation of the Company’s financial position (DIN 00118473) Executive
The robust corporate governance framework that has been and performance. For this purpose, the Company has Mr. Desh Deepak Managing Director &
put in place enables Orient Cement to be managed effectively constituted an Audit Committee which pays particular Khetrapal CEO-Executive 3 4 -
and ensures the integrity, transparency and fairness of all attention to the financial management and reporting (DIN 02362633)
processes and practices aimed at creating and enhancing process. A robust whistle-blower mechanism is also in Mrs. Amita Birla Non-Executive
value for all stakeholders in a balanced and fair manner. 5 - -
force under the direct supervision of the Board. (DIN 00837718)
All corporate governance initiatives undertaken by the This Report has been prepared in accordance with the Mr. Rajeev Jhawar Non-Executive-
7 2 1
Company adhere to the sound principles of integrity, requirements laid down under the Companies Act, 2013, (DIN 00086164) Independent
transparency, professionalism, trusteeship, accountability (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Mr. Vinod Kumar Dhall Non-Executive-
and corporate responsibility through relentless focus on Regulations, 2015 (“SEBI LODR Regulations”) and with a view 7 3 6
(DIN 02591373) Independent
these core principles: to meticulously attain the highest standards of governance. Mr. Rabindranath Non-Executive-
(a) Transparency: By classifying and explaining the Company’s Jhunjhunwala Independent 4 2 -
policies and actions to all those that are concerned,
BOARD OF DIRECTORS (DIN 00050729)
including its employees, the Company aims at maximum Composition Mr. Janat Shah Non-Executive-
The Board of Directors (“the Board”) plays a fundamental 2 1 -
possible level of disclosures without hampering the (DIN 01625535) Independent
interests of the Company and its shareholders. The role in upholding and nurturing the principles of good Mr. Swapan Dasgupta Non-Executive-
governance which translates into ethical business practices, 1 2 -
Company believes in promotion of ethical values and (DIN 07113693) Independent
behaviour and setting exemplary standards in our conduct transparency and accountability in the Company’s dealing
with its members and other stakeholders and the utilization @ Excluding private limited companies, foreign companies, and companies formed under section 8 of the Act.
towards our business partners, colleagues, shareholders
of resources for creating sustainable growth and societal # Represents membership/chairmanship of Audit Committee & Stakeholders/Shareholders’ Relationship Committee of
and the general public;
wealth. The Board operates within the framework of a well- Indian public limited companies - listed and unlisted (other than foreign companies, private limited companies, companies
(b) Accountability: The Company ensures that there is formed under section 8 of the Act).
defined responsibility matrix which enables it to discharge its
absolutely no compromise in the areas of accountability
fiduciary duties of safeguarding the interest of the Company
and responsibility even as it pursues growth; None of the director on the Board of the Company is a Company, who is the spouse of Mr. Chandrakant Birla,
and all its stakeholders in a fair and transparent manner.
(c) Professionalism: The Company ensures that member of more than ten committees and/or acts as a Chairman of the Company, no other director is related to
management teams across all levels are appropriately The Board of Directors is at the core of the Company’s Chairman/Chairperson of more than five committees across another director.
qualified professionals who have a clear understanding of Corporate Governance practices and oversees how all the listed companies in which he/she is a Director.
their roles and are capable of exercising sound judgement, management serves and protects the long term interests of DISCLOSURE REGARDING APPOINTMENT OR
its stakeholders. It brings in strategic guidance, leadership and Further, no Independent Director serves in more than
keeping in view the Company’s interests, without being RE-APPOINTMENT OF DIRECTORS
subject to undue influence from any external or internal an independent view to the Company’s Management while seven listed companies and no person who is serving as a
Every appointment made to the Board is recommended
pressure; discharging its fiduciary responsibilities, thereby, ensuring Whole Time Director in a listed Company is serving as an
by the Nomination & Remuneration cum Compensation
that Management adheres to highest standards of integrity, Independent Director in more than three listed companies.
(d) Trusteeship: The Board considers itself a Trustee Committee after considering various factors such as
transparency and fairness.
of the Company’s shareholders and acknowledges Except Mrs. Amita Birla, a Non-Executive Director of the qualification, positive attributes, area of expertise and other
its responsibilities towards them for creating and Our policy towards the composition of the Board is to
safeguarding their wealth. The Company constantly have appropriate professionalism, diversity, knowledge

criteria as laid down in the “Nomination & Remuneration The Board Meetings are held at the corporate office of the Sale of investments, assets which are material in nature Declaration of Dividend;
Policy”. The same is further taken for shareholders’ approval, Company at Delhi. The Company Secretary in consultation and not in normal course of business; General notices of interest of directors
as and when required, under the provisions of applicable with the Managing Director & CEO and Chief Financial
Quarterly details of foreign exchange exposures and the
laws. Officer finalizes the agenda of the Board Meetings. All major MEETINGS OF BOARD AND ATTENDANCE DURING
steps taken by management to limit the risks of adverse
As per the provisions of the Act, Mr. Chandrakant Birla agenda items are backed up by relevant and comprehensive THE YEAR
exchange rate movement, if material;
background information, are sent well in advance of the During the financial year under review, 5 (five) Board
(DIN 00118473) is liable to retire by rotation at the ensuing
date of the Board Meeting(s) to enable the Board Members Non-compliance of any regulatory, statutory or listing Meetings were held. These were held on 4th May, 2016,
Annual General Meeting. The Board has recommended the
to take informed decision. In case of exigencies/sensitive requirements and shareholders services such as non- 3rd August, 2016, 6th October, 2016, 9th November, 2016 and
re-appointment of Mr. Chandrakant Birla as a director liable
matters, the details are directly placed at the meeting, with payment of dividend, delay in share transfer, etc.; 4th February, 2017.
to retire by rotation.
the permission of the Chair. Any Board Member may, in The following table gives the attendance record of the directors at the aforementioned Board Meetings and at the last
Further, on the recommendation of Nomination and consultation with the Chairman and with the consent of all Annual General Meeting, which was held on 23rd July, 2016.
Remuneration cum Compension Committee, the Board of Independent Directors present at the meeting, bring up any
Directors in their meeting held on 5th May, 2017 appointed Name of Director No. of Board Meetings attended Attendance at last AGM
matter at the meeting for consideration by the Board.
Mr. I.Y.R Krishna Rao (DIN 00481367) as an Additional Mr. Chandrakant Birla (DIN: 00118473) 5 N
Director in the category of an Independent Director of the The Board periodically reviews the compliance status of all Mr. Desh Deepak Khetrapal (DIN: 02362633) 5 Y
Company for a period of 5 (five) years, w.e.f. 5th May, 2017. As laws applicable to the Company, as certified by the Chief Mrs. Amita Birla (DIN: 00837718) 3 N
an Additional Director, Mr. I.Y.R Krishna Rao holds the office Compliance Officer/ Company Secretary, as well as the steps Mr. Rajeev Jhawar (DIN: 00086164) 3 N
upto the date of the ensuing Annual General Meeting of the undertaken to rectify instances of non-compliances, if any. Mr. Vinod Kumar Dhall (DIN: 02591373) 5 Y
Company and is eligible to be appointed as an Independent Mr. Rabindranath Jhunjhunwala| (DIN: 00050729) 4 N
Director of the Company. INFORMATION GIVEN TO THE BOARD Mr. Janat Shah (DIN: 01625535) 4 N
The Company provides the following information to the Mr. Swapan Dasgupta (DIN: 07113693) 3 Y
The Company has received a notice in writing from the Board through the agenda papers, presentations and
shareholder along with the deposit of requisite amount discussions: COMMITTEES OF DIRECTORS Role and responsibility
under section 160 of the Companies Act, 2013, supporting In terms of the SEBI LODR Regulations and the Act, the Board
Mr. I.Y.R. Krishna Rao’s candidature for the office of the Annual operating plans and budgets and any update Primarily, the Audit Committee is responsible for:
has constituted 4 (four) Committees viz. Audit Committee,
Director of the Company. The Board has recommended the thereof; Overseeing the Company’s financial reporting process
Nomination & Remuneration cum Compensation
resolution for your approval. Capital budgets and any updates thereof; and the disclosure of its financial information to ensure
Committee, Stakeholders’ Relationship Committee and
Pursuant to the provisions of section 149 of the Act, all Annual Accounts, Half-yearly and Quarterly results of the Corporate Social Responsibility Committee. Keeping in that the financial statements are correct, sufficient and
the Independent Directors hold office for a tenure of five Company; view the requirements of the Act, as well as the SEBI LODR credible.
consecutive years and are not liable to retire by rotation. Updates on all projects, formation of new special purposes Regulations, the Board decides the terms of reference of Reviewing the scope of the Statutory Auditors, the Annual
vehicles and any new business being undertaken; these Committees. The recommendations, if any, of these Audit Plan and the Internal Audit Plan with a view to
The profile of Mr. Chandrakant Birla & Mr. I.Y.R Krishna Rao in
Minutes of the meetings of the Audit Committee and Committees are submitted to the Board for approval. ensure adequate coverage.
terms of SEBI LODR Regulations are provided in the Annual
other Committees of the Board; Reviewing the significant audit findings from the Statutory
Report. Each of these Committees has the requisite expertise to
Information on recruitment and remuneration of senior and Internal audits carried out, the recommendations
None of the directors are disqualified under section 164 (2) of officers just below the level of the Board, including the handle issues relevant to their field. These Committees spend and management’s response thereto.
the Companies Act, 2013. appointment or removal of the Chief Financial Officer adequate time and give focused attention to the various
Reviewing and recommending to the Board the
and the Company Secretary; issues placed before them. The guidance provided by these
appointment/re-appointment of the Statutory Auditors
BOARD FUNCTIONING & PROCEDURE Committees provides immense value to and enhances the
Materially important show cause, demand, prosecution and Cost Auditors considering their independence and
The Board of Directors is an apex body constituted by the decision making process of the Board. The Board reviews the
notices and penalty notices; effectiveness and their replacement and removal.
members for overseeing the overall functioning of the functioning of these Committees from time to time.
Company. The Board provides and evaluates the strategic Fatal or serious accidents, dangerous occurrences, any Approving the appointment, removal and terms of
directions for the Company, Management’s policies and their material effluent or pollution problems; (a) Audit Committee remuneration of the internal Auditors.
effectiveness and ensures that the long term interests of the Any material default in financial obligations to and by the Reviewing and approving the related party transactions
Company, or substantial non-payment for goods sold by Composition and also granting omnibus approval for related party
shareholders are being served.
the Company; As on 31st March, 2017, Audit Committee comprised of the transactions that are in the ordinary course of business
The Board meets at least once in a quarter to review the following members, namely: and are on arm’s length basis.
Any issue, which involves possible public or product
performance of the Company and approves, inter alia, the (i) Mr. Vinod Kumar Dhall
liability claims of a substantial nature, including any Approving such additional services to be rendered by the
financial results. Whenever necessary, additional meetings (ii) Mr. Desh Deepak Khetrapal
judgement or order which, may have passed strictures Statutory Auditors except those enumerated in section
are held. In case of business exigencies or urgency of matters,
on the conduct of the Company or taken an adverse (iii) Mr. Rajeev Jhawar 144 of the Act and payment for such services.
resolutions are passed by circulation. The Board oversees
view regarding another enterprise that can have negative (iv) Mr. Rabindranath Jhunjhunwala Recommending to the Board the remuneration of the
the process of disclosure and communication. Independent
implications on the Company; (v) Mr. Janat Shah Statutory Auditors/Cost Auditors.
Directors are regularly updated on the performance of the
Significant labour problems and their proposed solutions. (vi) Mr. Swapan Dasgupta Discussing with the Statutory Auditors/ Internal Auditors
Company, business strategy and new initiatives being taken/
Any significant development on the human resources/ All members of the Committee are financially literate and any significant difficulties encountered during the course
proposed to be taken by the Company. The Board Meetings
industrial relations front like signing of wage agreement, have requisite accounting and financial management of the Audit.
of the Company are governed by a structured agenda.
implementation of voluntary retirement scheme, etc.; expertise. The Company Secretary acts as the Secretary of Reviewing annual Cost Audit Report submitted by the
the Audit Committee. Cost Auditor.

Meetings of Audit Committee and attendance during the year (c) Stakeholders Relationship Committee Role and responsibility
4 (four) meetings of the Audit Committee were held during the financial year under review. These were held on 4th May, 2016, The Company has constituted a Stakeholders Relationship The Committee oversees the performance of the Registrar
3rd August, 2016, 9th November, 2016 and 4th February, 2017. Committee of Directors to look into the redressal of and Transfer Agent of the Company and recommends
complaints of investors such as transfer or credit of shares, measures for the overall improvement in the quality of
The attendance of members of Audit Committee at the said meetings was as follows:
non-receipt of dividend/ notices/ annual reports, etc. Investor Services.
Name of the Member Position No. of meetings attended The Committee reviews investor related issues and
Composition
Mr. Vinod Kumar Dhall Chairman 4 As on 31st March, 2017, the Stakeholders Relationship recommends measures to improve Investor Services.
Mr. Desh Deepak Khetrapal Member 4 Committee comprised of the following members, namely: Primarily, the Stakeholders Relationship Committee is
Mr. Rajeev Jhawar Member 2 (i) Mr. Vinod Kumar Dhall responsible for:
Mr. Rabindranath Jhunjhunwala Member 3 (ii) Mr. Desh Deepak Khetrapal Maintaining investor relations and monitoring the work
Mr. Janat Shah Member 4 (iii) Mr. Rajeev Jhawar of the Registrar and Transfer Agent of the Company with
Mr. Swapan Dasgupta Member 2 (iv) Mr. Swapan Dasgupta regard to redressal of security holders’ complaints like
transfer of security, non-receipt of balance sheet, annual
The Company Secretary of the Company acts as the
The Chairman of the Audit Committee, who is an Independent Role and responsibility report, non-receipt of declared dividends / interest etc.
Secretary to the Committee.
Director, was present at the AGM of the Company. Primarily, the Nomination & Remuneration cum Monitoring the work of the Registrar and Transfer Agent
Compensation Committee is responsible for: Contact details of the Secretary: of the Company with regard to approving of requests for
The Audit Committee meetings are also attended by the
Chief Financial Officer, the representatives of Statutory Ms. Deepanjali Gulati security transfers, transmission and those pertaining to re-
Identifying persons who are qualified to become Directors
Auditors and Internal Auditors, Group Internal Auditor and Company Secretary materialization of security / sub-division / consolidation /
and who may be appointed to Senior Management in
Head-Internal Audit of the Company. The representatives of Birla Tower, 3rd Floor, issue of renewed and duplicate certificates etc.
accordance with the criteria laid down.
the Statutory Auditors are permanent invitees to the meeting. 25, Barakhamba Road, New Delhi-110 001 Monitoring transfers, transmissions, dematerialization,
Recommending to the Board, appointment and removal
They have attended all the meetings during the financial year. Telephone: 011 - 42092253 re-materialization, splitting and consolidation of securities
of directors and Senior Management.
Email for investors: [email protected] issued by the Company.
(b) Nomination & Remuneration cum Compensation Formulating the criteria for evaluation of Independent
Committee Directors and the Board and carrying out evaluation of The details of investors’ complaints received and resolved during the financial year ended 31st March, 2017:
every director’s performance.
Composition No. of Investors’ complaints received No. of Investors’ complaints resolved from No. of Investors’ complaints
As on 31st March 2017, the Nomination & Remuneration Formulating the criteria for determining qualification,
from 1st April, 2016 to 31st March, 2017 1st April, 2016 to 31st March, 2017 pending as at 31st March, 2017
cum Compensation Committee comprised of the following positive attributes and independence of a Director
and recommend to the Board, a policy relating to the Nil Nil Nil
members:
remuneration of the Directors, Key Managerial Personnel
(i) Mr. Rabindranath Jhunjhunwala Meetings of Stakeholders Relationship Committee and attendance during the year
and other Senior Management.
4 (four) meetings of Stakeholders Relationship Committee were held during the year ended 31st March, 2017. These were held
(ii) Mr. Chandrakant Birla Devising a policy on Board diversity. on 4th May, 2016, 23rd July, 2016, 9th November, 2016 and 4th February, 2017
(iii) Mr. Rajeev Jhawar
Meetings of Nomination & Remuneration cum The attendance of members of the Stakeholders Relationship Committee at the said meetings was as follows:
(iv) Mr. Vinod Kumar Dhall
Compensation Committee and attendance during Name of the Member Position No. of meetings attended
(v) Mr. Janat Shah
the year
(vi) Mr. Swapan Dasgupta Mr. Vinod Kumar Dhall Chairman 4
1 (one) meeting of Nomination & Remuneration cum
The Company Secretary of the Company acts as the Compensation Committee was held during the financial year Mr. Desh Deepak Khetrapal Member 4
Secretary to the Committee. ended 31st March, 2017. It was held on 4th May, 2016. Mr. Rajeev Jhawar Member 2
Mr. Swapan Dasgupta Member 2
The attendance of members of Nomination and Remuneration cum Compensation Committee at the meeting was as
follows:
(d) Corporate Social Responsibility Committee (i) Mr. Janat Shah
Name of the Member Position No. of meetings attended The Corporate Social Responsibility Committee of the (ii) Mr. Desh Deepak Khetrapal
Mr. Rabindranath Jhunjhunwala Chairman 1 Board has been constituted to oversee the Corporate Social (iii) Mr. Rabindranath Jhunjhunwala
Mr. Chandrakant Birla* Member NA Responsibility Policy of the Company and to recommend The Company Secretary of the Company acts as the
Mr. Rajeev Jhawar Member 1 projects/ activities and the expenditure to be incurred on the Secretary to the Committee.
activities, in accordance with the Schedule VII of the Act.
Mr. Vinod Kumar Dhall Member 1
Role and responsibility
Mr. Janat Shah Member 1 Composition Primarily, the Corporate Social Responsibility Committee is
Mr. Swapan Dasgupta Member NIL As on 31st March, 2017, the Corporate Social Responsibility responsible for:
Committee comprised of the following members, namely: Formulating and recommending to the Board, a
Note:
* Appointed as a member of the Nomination & Remuneration cum Compensation Committee by the Board on 4 May, 2016.th

Corporate Social Responsibility Policy that shall indicate through the web link: http://orientcement.com/investors/. Monitoring of compliances appointment as director is compliant with the provisions
the activities to be undertaken by the Company. Remedial actions in case of non-compliances of the Act and of the SEBI Regulations.
The Corporate Social Responsibility Policy has been annexed
Recommending the amount of expenditure to be The candidate’s appointment as recommended by
at the end of this Report. REMUNERATION POLICY FOR DIRECTORS, the Nomination & Remuneration cum Compensation
incurred on the Corporate Social Responsibility activities.
KEY MANAGERIAL PERSONNEL AND SENIOR Committee requires the approval of the Board.
Monitoring the Corporate Social Responsibility Policy of Meetings of Corporate Social Responsibility
MANAGEMENT In case of appointment of Independent Directors,
the Company and its effective implementation from time Committee and attendance during the year The Nomination & Remuneration cum Compensation the Nomination & Remuneration cum Compensation
to time. 1 (one) meeting of Corporate Social Responsibility Committee Committee has adopted a Policy which, inter alia, deals with Committee satisfies itself with regard to the independent
The Corporate Social Responsibility Policy of your Company was held during the financial year ended 31st March, 2017. It the manner of selection of Board of Directors, Key Managerial nature of the directors vis-à-vis the Company so as to
is available on the Company’s website and can be accessed was held on 4th May, 2016. Personnel & Senior Management and their remuneration. enable the Board to discharge its function and duties
The Nomination & Remuneration Policy for Directors, Key effectively.
The attendance of members of the Corporate Social Responsibility Committee at the said meeting was as follows: Managerial Personnel & Senior Management Personnel has The Nomination & Remuneration cum Compensation
been annexed at the end of this Report. Committee ensures that the candidate identified
Name of the Member Position No. of meeting attended
for appointment as a director is not disqualified for
Mr. Janat Shah Chairman 1 Criteria for selection of Directors appointment under section 164 of the Act.
Mr. Desh Deepak Khetrapal Member 1 The Nomination & Remuneration cum Compensation
Committee identifies and ascertains the integrity, REMUNERATION OF DIRECTORS
Mr. Rabindranath Jhunjhunwala Member 1 qualification, expertise and experience of the person for Remuneration of Managing Director & CEO
appointment as director and ensures that the candidate The Company pays remuneration to its Managing Director
MANAGEMENT COMMITTEES Identifying risks and promoting a pro-active approach to
mitigate / manage such risks. identified possesses adequate qualification, expertise and & CEO by way of salary and other benefits as per the terms
With a view to have a close focus on various facets of the
experience for the appointment as a director. agreed with the Company. The remuneration is approved
business risks and compliances, the management has Contributing to safeguard Company’s interests and those
constituted the following Committees viz Governance, Risk of its various stakeholders. The Nomination & Remuneration cum Compensation by the Board of Directors and is within the overall limits
& Compliance Committee (GRCC), responsible for ensuring Committee ensures that the candidate proposed for approved by shareholders of the Company.
Ensuring that sound business opportunities are identified
effective roll-out of the Risk Management Program; and and pursued without exposing the business to an Remuneration paid/ accrued to the Managing Director & CEO for the financial year ended 31st March, 2017 is as follows:
Steering Committee, responsible for ensuring effective roll- unacceptable level of risk.
out of the Compliance Management Program. Allocating adequate resources to mitigate and manage Name Salary and Annual performance linked Perquisite (H) Retiral Total (H) Stock Notice Severance
allowances pay (H) & performance Benefits (H) Options Period Pay
risks and minimize their adverse impact on outcomes.
(a) The Governance Risk and Compliance Committee (H)* criteria granted
Communicating this policy to the concerned stakeholders
The Company has in place a mechanism to inform the Audit Mr. Desh 4,81,64,560./- 1,21,50,000/- (Managing 12,00,000/- 66,26,660/- 6,81,41,220/- 8,31,900 Three Nil
through suitable means and periodically reviewing Deepak p.a Director & CEO’s p.a p.a p.a No. of months
Committee and Board members about the risk assessment
its relevance in a continuously changing business Khetrapal performance and options
and mitigation plans and periodical reviews through the
environment. Company’s performance)
Governance Risk and Compliance Committee (“GRCC”) to
ensure that critical risks are monitored and mitigated by the The Company has not identified any risk which, in the opinion * Salary and allowances includes H7,00,000/- towards encashment of earned leave for 15 days for 2015-16 as per policy
management. Business Risk Evaluation and Management is of the Board, may threaten the existence of the Company. of the Company.
an ongoing process within the Company. The Company has a
(b) Steering Committee Apart from this, Mr. Desh Deepak Khetrapal-Managing Companies (Appointment and Remuneration of Managerial
robust management framework to identify, monitor, mitigate
Recognizing the importance of compliance with various Director & CEO is eligible for earned leave/ leave encashment Personnel) Rules, 2014.
and minimize risks and also identify business opportunities.
laws and regulations, the Company constituted a Steering
as per the policy of the Company. The Company will file an application with the Central
The GRCC has been constituted to identify and periodically Committee on 8th May, 2015.
Government for the waiver of recovery of excess
review all the risks faced by the Company and to provide During the financial year 2016-17, the remuneration paid to
The Steering Committee plays an important role in building remuneration paid to Managing Director & CEO during the
operational and policy guidance to the Company for effective
a regime of zero tolerance to any form of non-compliance. Mr. Khetrapal has exceeded the limit prescribed in section financial year 2016-17, after the approval from shareholders
risk management.
197 read with Schedule V of the Companies Act, 2013 and of the Company.
Composition
Composition Proposed remuneration of the Managing Director and CEO for shareholders approval for the financial year ended
As on 31st March, 2017, the Steering Committee comprised of
As on 31st March, 2017, the GRCC comprises of following 31st March, 2018 is as follows:
following members, namely:
members, namely:
(i) Chief Financial Officer Name Salary and Annual performance linked Perquisite Retiral Total (H) Stock Notice Severance
(i) Managing Director & CEO allowances pay & performance criteria (H) Benefits (H) Options Period pay
(ii) Chief Financial Officer, (ii) Chief Operating Officer (H) (H) granted*
(iii) Chief Operating Officer, (iii) Head - Human Resource Mr. Desh Deepak 5,92,12,520/- 1,50,00,000/- 12,00,000/- 82,14,610/- 8,36,27,130/- 8,31,900 Three Nil
(iv) Chief Compliance Officer Khetrapal p.a (Managing Director & p.a p.a p.a (No. of months
(iv) Head-Human Resources
CEO’s performance and options)
Role and responsibility (v) Company Secretary Company’s performance)
Primarily, the GRCC is responsible for:- Role and responsibility Apart from this, Mr. Desh Deepak Khetrapal- Managing Director & CEO is eligible for earned leave /leave encashment as per
Primarily, the Steering Committee is responsible for:- the policy of the Company.
Understanding of various risks which could impact the
Company Identification of necessary compliances
* Exercise Price per share is H135 per share for exercising each option. The vesting date of the first tranche shall commence
Understanding and managing the uncertainties which Prioritization of compliances and fixing ownership of
on 4th August , 2018 and for the second tranche shall commence on 4th August , 2019. The vested options shall have to be
impact Company’s performance. compliances
exercised within 4 years from the date of vesting .

REMUNERATION OF NON-EXECUTIVE DIRECTORS Executive Directors is determined by the Board and is broadly GENERAL BODY MEETINGS
Remuneration of the Non-Executive Directors of the based on attendance, contribution at the Board Meetings
(a) Location and time of last three Annual General Meetings are as under:
Company by way of sitting fees and commission is decided and various Committee Meetings as well as time spent on
Financial year Date Day Time Venue Special Resolutions Passed
by the Board of Directors. Payment of commission to Non- various issues other than, at these meetings.
2013-14 9 August, 2014
th
Saturday 2:00 P.M Unit-VIII, Plot (i) Revision in remuneration of Managing
The details of sitting fees, commission paid to directors and their shareholding as on 31st March, 2017 are as follows: No.7, Bhoinagar, Director
Bhubaneswar-751012, (ii) Fixing the limit of borrowings
S. No Name of director Sitting fees (H)* Commission (H) Shareholding Odisha (iii) Amendment to Articles of Association
1. Mr. Chandrakant Birla 5,00,000/- - 28,97,570 2014-15 25th July, 2015 Saturday 2:00 P.M Unit-VIII, Plot (i) Re-appointment of Mr. Desh Deepak
No.7, Bhoinagar, Khetrapal as the Managing Director
2. Mr. Desh Deepak Khetrapal NA NA -
Bhubaneswar-751012, & CEO of the Company
3. Mrs. Amita Birla 3,00,000/- - 2,60,000 Odisha (ii) Create, offer, issue and allot options
4. Mr. Rajeev Jhawar 6,50,000/- - - under Employee Stock Option Scheme
2015-16 23rd July, 2016 Saturday 2:00 P.M Unit-VIII, Plot (i) Fixing of remuneration of Mr. Desh
5. Mr. Vinod Kumar Dhall 12,00,000/- - - No.7, Bhoinagar, Deepak Khetrapal, Managing Director &
6. Mr. Rabindranath Jhunjhunwala 8,50,000/- - - Bhubaneswar-751012, CEO (DIN 02362633) of the Company
Odisha
7. Mr. Janat Shah 9,50,000/- - -
8. Mr. Swapan Dasgupta 6,00,000/- - -
* For attending the Board Meetings, Audit Committee Meeting, Stakeholders Relationship Committee Meeting, Corporate (b) Extraordinary General Meeting (EGM) the Stock Exchanges on all price sensitive information or
Social Responsibility Committee Meeting, Nomination & Remuneration cum Compensation Committee Meeting and During the financial year, no Extraordinary General Meeting such other matters which in its opinion are material and of
separate meetings of Independent Directors. was held. relevance to the Investors.
The Company has not granted stock options to Non- was held on 9th November, 2016 without the attendance of
(c) Details of resolution passed through postal ballot, SEBI Complaints Redress System (SCORES): The investor
Executive Directors. Non-Independent Directors and Members of Management.
the person who conducted the postal ballot exercise complaints are processed in a centralized web-based
Apart from receiving directors’ remuneration, no director Independent Directors discussed the matters specified in and details of the voting pattern complaints redress system. The salient features of this system
except Mr. Rabindranath Jhunjhunwala, who is partner in Schedule IV of the Act and SEBI LODR Regulations. During the financial year, no resolution was put through are: Centralized database of all complaints, online upload of
Khaitan & Co. and Mr. Vinod Kumar Dhall, who is the Executive The salient roles and responsibilities associated with the Postal Ballot. Action Taken Reports (ATRs) by concerned companies and
Chairman of the Competition Practice at Talwar Thakore & online viewing by investors of actions taken on the complaint
Independent Directors Meeting include, but are not limited
Associates (‘TT & A’) have any pecuniary relationship with
to the following:
MEANS OF COMMUNICATION and its current status.
the Company. The details of transactions entered into with Results: The financial results are generally published in ‘The
Khaitan & Co. and TT & A are given in form AOC-2 that forms (a) Review the performance of Non-Independent Directors Economic Times’ and ‘Utkal Mail’ in vernacular language. Designated Exclusive email-id: The Company has
an integral part of this Annual Report. and the Board of Directors as a whole; designated the following email-id for investor servicing:
Website: The financial results are posted on the Company’s
(b) Review the performance of the Chairperson of the [email protected]. Investors can also
website viz. www.orientcement.com.
PERFORMANCE EVALUATION listed entity, taking into account the views of Executive mail their queries to Registrar and Transfer Agent at
Pursuant to the provisions of the Act and SEBI LODR Directors and Non-Executive Directors; News Release, Presentations: The press releases/official [email protected].
Regulations, the Board has carried out the performance (c) Assess the quality, quantity and timeliness of flow of news, detailed presentation made to media, analysts,
evaluation of its own performance, the directors individually,
information between the management of the listed entity institutional investors etc. are displayed on the Company’s GENERAL SHAREHOLDER INFORMATION
Chairman as well as the evaluation of the working of website. Official Media Releases are also sent to the stock
and the Board of Directors that is necessary for the Board Financial Year
its Audit Committee, Nomination & Remuneration cum exchanges before dissemination to the media.
of Directors to effectively and reasonably perform their The financial year covers the period starting from 1st April and
Compensation Committee, Stakeholders Relationship
duties. Intimation to the Stock Exchanges: The Company intimates ending on 31st March.
Committee and Corporate Social Responsibility Committee.
The performance evaluation was done using questionnaires, The performance evaluation of Non-Independent Directors,
Financial Calendar
covering amongst others, composition of Board, receipt of the Chairman and the Board was done by the Independent
Board Meeting for consideration of unaudited quarterly Within forty five days from the end of the quarter, as
regular inputs and information, functioning, performance Directors using individual questionnaires, covering amongst
results for the financial year ended 31st March, 2018 stipulated under the SEBI LODR Regulations.
& structure of Board Committees, skill set, knowledge & others, composition of Board, receipt of regular inputs and
expertise of directors, preparation & contribution at Board Board Meeting for consideration of audited results for the Within sixty days from the end of the last quarter, as stipulated
information, functioning, performance & structure of Board
Meetings, leadership etc. The performance evaluation of the financial year ending 31st March, 2018 under the SEBI LODR Regulations
Committees, skill set, knowledge & expertise of directors,
respective Committees and that of Independent and Non- Book Closure date Monday, 18th day of September 2017 to Saturday, 23rd day of
preparation & contribution at Board Meetings, leadership
Independent Directors was done by the Board excluding the September, 2017 (both days inclusive)
etc. As part of the performance evaluation process, the
director being evaluated. Dividend payment date 11th day of October, 2017
performance evaluation of Non-Independent Directors,
Day, date, time and venue of Annual General Meeting Saturday, 23rd day of September, 2017, 2:00 P.M, Unit - VIII,
INDEPENDENT DIRECTORS’ MEETING the Chairman and the Board was done by the Independent
Plot No. 7, Bhoinagar, Bhubaneswar - 751012, Odisha
1 (one) meeting of the Independent Directors of the Company Directors.

Listing
Equity Shares of the Company are currently listed on the The annual listing fees for the financial year 2016-17, as Orient closing Share Price and BSE 500 Index
applicable, have been paid to both BSE and NSE. The 250 14000
following Stock Exchanges:
Company’s stock codes are: 200 12000
Orient closing Share Price (in H)

BSE Limited (BSE) 10000
BSE 535754 150 8000
1st Floor
100 6000
New Trading Ring, Rotunda Building, P.J.Tower, NSE ORIENTCEM
BSE 500 Index

4000
Dalal Street, Fort, Mumbai – 400001 50 2000
Payment of Depository fees
National Stock Exchange of India Limited (NSE) 0 0
Annual Custody/Issuer fee for the financial year 2016-17 has
April-16
May-16
July-16
-16
ber-16
er-16
ber-16
er-16
y-17
ry-17
17
June-1
Exchange Plaza, C-1, Block G, 5 Floor,
th
been paid by the Company to NSDL and CDSL.The ISIN No.
March-
August
Januar
Bandra Kurla Complex
Februa
of the Company on both NSDL and CDSL is INE 876N01018.
Octob
b
Septem
Novem
Decem
Bandra (E), Mumbai – 400051
Market price data (April 2016-March 2017)

Bombay Stock Exchange (BSE) Orient Script (in H) BSE 500 Index
Month High Price (H) Low Price (H)
April 2016 159.45 146.20 Share Transfer System and other related matters of the transferor(s), transferee(s), surviving joint holders /
May 2016 163.45 142.60 The Company’s shares are traded on the Stock Exchanges, legal heirs be submitted to the Company while obtaining the
June 2016 185.25 155.30 compulsorily in dematerialized mode. The dematerialized services of transfer, transposition, transmission and issue of
July 2016 185.00 160.00 shares are transferred directly to the beneficiaries by the duplicate share certificates.
Depositories. Share transfer forms (SH-4) for shares held
August 2016 210.00 157.00 The shareholders holding shares in physical form are
in physical mode which are received by the Company,
September 2016 218.30 189.95 requested to get their shares dematerialized at the earliest,
complete in all respects are promptly processed and the
October 2016 241.00 162.00 share certificates are returned to the transferees within a as the Company’s Shares are required to be compulsorily
November 2016 180.45 121.75 period of fifteen days from the date of receipt of transfer. traded at Stock Exchanges in dematerialized form only.
December 2016 139.00 114.80 Share transfer forms which are incomplete or where the The Company obtains half-yearly certificate of compliance
January 2017 143.00 123.00 Company has noticed irregularities in the document are related to the share transfer formalities from a Company
immediately returned to the transferees. Secretary in Practice as required under SEBI LODR Regulations
February 2017 157.70 131.00
March 2017 156.50 124.65 Members holding shares in physical form are advised that and files a copy of the certificate with the Stock Exchanges
SEBI has made it mandatory that a copy of the PAN card on or before the due date.
Performance in comparison to BSE Sensex Shareholding Pattern as on 31st March, 2017

Orient share price on BSE vis-à-vis BSE sensex April 2016-March 2017 Sr. Category No. of shares held Percentage of
Month BSE (Closing price) (H) BSE 500 Index No. shareholding (%)
April 2016 147.55 10,406.12 (A) Shareholding of Promoter and Promoter Group
May 2016 160.80 10,761.49 1. Indian 7,68,29,922 37.50
June 2016 182.95 11,029.45 2. Foreign 0 0
July 2016 170.70 11,585.96 Total shareholding of Promoter and Promoter Group 7,68,29,922 37.50
August 2016 193.10 11,834.89 (B) Public shareholding
September 2016 214.95 11,700.65 1. Institutions 6,71,39,882 32.77
October 2016 179.60 11,878.89 2. Central Government/ State Government(s)/ President of India 0 0
November 2016 135.90 11,195.09 3. Non-Institutions 6,08,98,956 29.73
December 2016 122.70 11,036.44 Total Public shareholding 12,80,38,838 62.50
January 2017 134.45 11,659.94 (C) Shares held by Custodians and against which Depository
Receipts have been issued
February 2017 154.65 12,176.95
1. Promoter and Promoter Group 0 0
March 2017 131.35 12,631.90
2. Public 0 0
TOTAL (A) + (B) + (C) 20,48,68,760 100.00

Distribution of shareholding as on 31st March, 2017 Exclusive email ID for investors: share(s) in dematerialized form are requested to submit their
The Company has designated an e-mail ID to enable the PAN and notify the change of address/dividend mandate, if
From-To No. of shares Percentage of total no. of shares Members and Investors to correspond with the Company. any, to their respective Depository Participant (DP). Members
Number % The e-mail ID is [email protected] holding shares in physical form can submit their PAN and
1-500 27,08,291 1.32 notify the change of address/dividend mandate, if any, to the
GO GREEN INITIATIVE Company/Registrar & Transfer Agent.
501-1000 24,28,724 1.19
To contribute towards a greener environment, the Company
1001-2000 26,39,997 1.30 proposes to send documents like Shareholders Meeting PENDING INVESTORS’ GRIEVANCES
2001-3000 15,24,227 0.74 Notice/other Notices, Audited Financial Statements, Any Member / Investor, whose grievance has not been
3001-4000 11,64,290 0.56 Directors’ Report, Auditors’ Report or any other document, to resolved satisfactorily, may kindly write to the Company
members in electronic form at the e-mail address provided Secretary with a copy of the earlier correspondence.
4001-5000 10,70,467 0.52
by them and/ or made available to the Company by the
5001-10000 35,78,744 1.74 Depositories. DISCLOSURES
10001-50000 69,77,357 3.41 (a) Disclosures on materially significant related party
The shareholders having shares in physical form are
50001-100000 33,85,956 1.65 requested to register their e-mail addresses with us or our transactions that may have potential conflict with the
Above 100001 17,93,90,707 87.57 Registrar, at the address given in this report, to enable us to interest of the Company at large
send any document, notice, communication, annual report, All the transactions entered into with Related Parties as per
etc. through e-mail. the Act and Regulation 23 of the SEBI LODR Regulations
Dematerialization of shares and liquidity Plant Locations
during the financial year 2016-17 were in the ordinary course
Trading in equity shares of the Company is permitted only The Company’s plants are located at: The shareholders holding shares in dematerialized form of business and on an arm’s length basis and do not attract
in dematerialized form. To facilitate trading in equity shares are requested to register their e-mail addresses with their
Devapur: provisions of section 188 of the Act. Further, there was no
of the Company in dematerialized form, the Company has respective Depository Participant for the above purpose.
P.O. Devapur Cement Works material related party transaction which required shareholders
made arrangements with both the Depositories viz. National
Dist. Adilabad - 504218 (Telangana) approval and was required to be disclosed quarterly along
Securities Depository Limited (NSDL) and Central Depository COMMUNICATION BY MEMBERS with the compliance report on Corporate Governance.
Services (India) Limited (CDSL). Shareholders can open an Jalgaon: Members who hold shares in dematerialized form should
account with any Depository Participant registered with one Nashirabad, Dist. Jalgaon (MS) correspond with the Depository Participant with whom The required statements / disclosures with respect to
of these two Depositories. they maintain their Demat Account(s) for queries relating to the related party transactions are placed before the Audit
Chittapur:
Members holding shares in physical mode are urged in their shareholding, change of address, updation of bank details for Committee on regular basis. Suitable disclosures as required
Village : Itaga, Malkhaid Road, Taluka Chittapur,
own interest to hold these shares in dematerialized form with electronic credit of dividend, etc. However, queries relating by the Accounting Standards have been made in the notes to
Dist. Kalburagi, Karnataka – 585292
any Depository Participant. to non-receipt of dividend or non-receipt of annual reports the Financial Statements.
Registrar & Transfer Agent of the Company should be addressed to the Company.
As on 31st March, 2017, 99.23 % of the equity shares of the Further, the Company has not entered into any transaction
MCS Share Transfer Agent Limited is acting as the Registrar Members who hold shares in physical form should address of a material nature with Promoters, the Directors or the
Company are held by 25,212 equity shareholders in the
and Transfer Agent (RTA) for handling the shares related their queries to the Company for change of address, change Management or relatives, etc. that may have any potential
dematerialized form and the balance 0.77% is held by 548
matters both in physical as well as dematerialized mode. in bank details, processing of unclaimed dividend, issue conflict with the interest of the Company.
equity shareholders in physical form.
All work relating to equity shares is being handled by of duplicate share certificates signed by the first named
Entire equity shareholding of the promoters in the Company them. Shareholders are therefore, advised to send all The Company has formulated a policy relating to the dealing
Member, as per the specimen signature registered with the
is held in dematerialized form. their correspondence directly to the RTA. The address for with Related Party Transactions. The same is also uploaded
Company. The Company may also, with a view to safeguard
communication is: on the website of the Company and can be accessed through
Outstanding Global Depository Receipts or American the interest of its members and that of the Company, request
for additional supporting documents such as certified copies the web link: http://orientcement.com/investors/.
Depository Receipts or Warrants or any Convertible MCS Share Transfer Agent Limited
Instruments, conversion date and likely impact on F-65, Okhla Industrial Area, of PAN Cards and other proof of identity and/or address. (b) Disclosures on material, financial and commercial
equity Phase-I, New Delhi-110 020 transactions, where Senior Management have personal
Members are requested to indicate their DP ID & Client ID
The Company has not issued any GDRs/ ADRs/ Warrants etc. Telephone: 011 - 41406149-52 interest that may have a potential conflict with the interest
/ Ledger Folio number in their correspondence with the
during the financial year 2016-17. Email: [email protected] Company and also to provide their email addresses and of the Company
telephone numbers to facilitate prompt response from the No transaction has been entered into during the financial year
As on 31st March, 2017, a total of 16,48,900 options were However, for the convenience of shareholders,
Company. where Senior Management has personal interest that may
outstanding under “Orient Cement Employee Stock Option correspondence relating to shares received by the Company
have a potential conflict with the interest of the Company.
Scheme 2015”. Each option is convertible into one equity is forwarded to the RTA for necessary action thereon.
share of H1 each. CHANGE OF ADDRESS (c) Non-compliance by the Company, penalties, strictures
Address for correspondence with the Company Members holding equity share(s) in physical form are imposed by Stock Exchange or SEBI or any Statutory
Commodity price risk or foreign exchange risk and Ms. Deepanjali Gulati requested to notify the change of address/dividend mandate, Authority, on any matter related to capital markets during
hedging activities Company Secretary if any, to the Company’s Registrar & Transfer Agent, at the
the last three years
The Company is not exposed to foreign exchange risk and Birla Tower, 3rd Floor, address mentioned above.
Neither any penalty nor any stricture has been imposed by
commodity price risk. Further, the Company is not carrying 25, Barakhamba Road, New Delhi-110 001
The Securities and Exchange Board of India has mandated the SEBI, Stock Exchanges or any other Statutory Authority on
out any hedging activities. Telephone: 011 - 42092253
submission of Permanent Account Number (PAN) by every any matter relating to capital markets, during the last three
participant in securities market. Members holding equity years.

(d) Whistle Blower & Vigil Mechanism Policy (g) Disclosure of accounting treatment in preparation of issued and listed capital. The Company files this audit report Further, the Company is required to transfer dividends which
As per section 177 of the Act and Regulation 22 of SEBI financial statements with the Stock Exchanges on or before the due date. have remained unpaid / unclaimed for a period of seven years
LODR Regulations a comprehensive Whistle Blower Policy The Company has followed the guidelines of Accounting from the date the dividend has become due for payment to
(“Policy”) has been approved and implemented within the Standards notified under the Act as laid down by the Institute DIVIDEND AND OTHER RELATED MATTERS the Investor Education & Protection Fund (IEPF) established
organization. The Policy enables the stakeholders (including of Chartered Accountants of India (ICAI) in preparation of The Company provides the facility for direct credit of by the Government. During the year no unclaimed dividend
directors, individual employee(s) & their representative its financial statements. The significant accounting policies the dividend to the members bank account. SEBI LODR is due for transfer to IEPF. The information on unclaimed
bodies, vendors and suppliers) to report concerns about which are consistently applied have been set out in the Regulations also mandate Companies to credit the dividend dividend is posted on the website of the Company
illegal or unethical practices, unethical behaviour, actual “Notes to the financial statements”. to the members electronically. Members are therefore www.orient cement.com.
or suspected, fraud or violation of the Company’s Code of urged to avail of this facility to ensure safe and speedy
Conduct or Ethics Policy. Adequate safeguards are provided WEBSITE credit of their dividend into their bank account through the UNCLAIMED SHARES
against victimization to those who avail of the mechanism The Company is maintaining a functional website viz: banks’ “Automated Clearing House” mode. Members who The Company has opened a Demat Suspense Account-
and access to the Chairman of the Audit Committee in www.orientcement.com and is disseminating the following hold shares in dematerialized mode should inform their “ORIENT CEMENT LTD-UNCLAIMED SUSPENSE ACCOUNT”
exceptional cases. This Policy safeguards whistleblowers information on its website, as required under SEBI LODR Depository Participant, whereas members holding shares in and unclaimed equity shares have been transferred to
from reprisals or victimization. The Policy ensures that strict Regulations: physical form should inform the Company of the banking this Account of the Company and shall be transferred to
confidentiality is maintained whilst dealing with concerns and Details of its business; account details allotted to them by their bankers. In cases the concerned shareholder upon making a claim to the
also that no discrimination will be meted out to any person Terms and conditions of appointment of Independent where the banking details are not available, the Company will Company or its’ Registrar & Transfer Agent. Details of the
for a genuinely raised concern. Director; issue dividend warrants to the members. account are as under:
The Whistle Blower Policy is available on Company’s Composition of various committees of Board of Directors;
S.No. Description Number of Shares / Shareholders
website and can be accessed through the web link: Code of conduct of Board of Directors and Senior
http://orientcement.com/investors/. Management Personnel; 1. Total number of shareholders in the Suspense Account at the 168
beginning of the financial year
It is hereby confirmed that no personnel has been denied Whistle Blower Policy;
Policy on dealing with related party transactions; 2. Total number of outstanding equity shares in the Suspense Account 7,33,410
access to the Audit Committee.
lying at the beginning of the financial year
Policy for determination of Materiality of Event;
The contact details of the Designated Officer for Vigil 3. Number of shareholders who approached the Company for transfer 0
Archival Policy;
Mechanism is: of shares and to whom shares were transferred from Suspense
Company Secretary Dividend Distribution Policy;
Account during the financial year
E-mail [email protected] Nomination & Remuneration policy for Directors, KMPs &
Senior Management; 4. Number of shares transferred from Suspense Account to Beneficiary 0
The contact details of the Chairman of the Audit Committee Account during the financial year
for Vigil Mechanism are: Corporate Social Responsibility Policy;
Code of Practices and Procedures for UPSI; 5. Total number of shareholders in the Suspense Account at the end 168
Chairman of the Audit Committee
of the financial year
Birla Tower, Details of familiarization programs imparted to the
3rd Floor, 25, Barakhamba Road, Independent Directors; 6. Total number of outstanding equity shares in the Suspense Account 7,33,410
New Delhi - 110 001 Email address for grievance redressal and contact lying at the end of the financial year
(e) Compliance with mandatory requirements information of Compliance Officer Further, the voting rights on these shares shall remain frozen POLICIES & CODE AS PER SEBI INSIDER TRADING
The Company has complied with all the mandatory Financial information including notice of meeting of till the rightful owner of such shares claims the shares. REGULATIONS
requirements of SEBI LODR Regulations. Board of Directors to be held for discussion of financial In accordance with SEBI (Prohibition of Insider Trading)
results, annual reports and shareholding pattern Members may note that the lawful claimant in respect
(f) Compliance with non-mandatory provisions of these shares will be able to claim such shares and the Regulations, 2015, the Company has formulated and
The Board – The Chairman of the Company is a Non- NOMINATION FACILITY approved (i) an Insider Trading Code to regulate dealing in
dividend thereof till such time as they remain in the “ORIENT
The shareholders holding shares in physical form may, if the securities of the Company by Designated Persons in
Executive Director and does not maintain the Chairman’s CEMENT LTD-UNCLAIMED SUSPENSE ACCOUNT”.
they so want, send their nomination(s), as per section 72 of compliance with the regulations; and (ii) a Policy for Fair
office at the Company’s expenses.
the Act read with Rule 19 of the Companies (Share Capital CODE OF CONDUCT Disclosure of Unpublished Price Sensitive Information.
Shareholders Rights – As per SEBI LODR Regulations,
and Debentures) Rules, 2014, in form SH-13, which can be The Company has also adopted a Code of Conduct (“Code”) The Insider Trading Policy of the Company covering code of
the financial results were made available on the Company’s
obtained from the Company’s Registrar and Transfer Agent. for the members of the Board of Directors and Senior practice and procedures for fair disclosure of unpublished
website www.orientcement.com.
Those holding shares in dematerialized form may contact Management, and all the Directors and Senior Functionaries price sensitive information is available on Company’s website
Audit Qualifications – There was no qualification by their respective Depository Participant (DP) to avail the as defined in the said Code. The Code provides their annual http://www.orientcement.com/wp-content/uploads/2016
the Auditors on the financial statements of the Company. Nomination facility. confirmation of compliance with the Code. The Code /05/Code-of-Practices-and-Procedures-for-Fair-Disclosure-
is available on Company’s website and can be accessed of-UPSI.pdf.
Separate posts of Chairman and CEO – The Company has
RECONCILIATION OF SHARE CAPITAL AUDIT through the web link: http://orientcement.com/investors/.
separate posts of Chairman and Managing Director & CEO.
As required by Securities Exchange Board of India, quarterly The role and responsibilities of Independent Directors as BOARD FAMILIARIZATION PROGRAM
Reporting of Internal Auditor – The Audit Committee audit of the Company’s share capital is being carried out prescribed in Schedule IV of the Companies Act, 2013 and/ A formal letter of appointment is given to Independent
is briefed through discussions and presentations of the by Company Secretary in Practice with a view to reconcile or prescribed in SEBI LODR Regulations forms part of the Directors at the time of their appointment detailing the
observations, review, comments, recommendations etc. the total share capital admitted with National Securities appointment letters issued to the Independent Directors. terms and conditions of their appointment, expectations,
through an Internal Audit presentation made by the Internal Depository Limited (NSDL), Central Depository Services
Auditor of the Company. (India) Limited (CDSL) and held in physical form, with the

roles, functions, duties and responsibilities. At the Board CEO/CFO CERTIFICATION Annexure-I
and Committee Meetings, the Independent Directors are The Managing Director & CEO and Chief Financial Officer Nomination & Remuneration Policy
familiarized with the Company’s business performance, certification as stipulated in the Regulation 17(8) of SEBI
operations, projects, market share, financial parameters, LODR Regulations was placed before the Board along with
working capital management, fund flows, change in senior financial statement(s) for the year ended 31st March, 2017.
management, major litigation(s), compliance(s) etc. They The Board reviewed and took the same on record. The said 1. INTRODUCTION (c) While designing the remuneration package it should be
are also appraised about risk assessment and mitigation certificate forms part of the Annual Report. A transparent, fair and reasonable process for determining ensured:
processes. the appropriate remuneration at all levels of the Company (i) the level and composition of remuneration is
is required to ensure that shareholders remain informed reasonable and sufficient to attract, retain and
With a view to familiarize the Independent Directors with
and confident in the management of the Company. To motivate the person, to ensure the quality required to
the Company’s operations, the Managing Director & CEO
harmonize the aspirations of human resources consistent run the Company successfully;
has a personal discussion with the newly appointed director.
By order of the Board of Directors with the goals of the Company and in terms of the
The above initiatives help the director to understand the (ii) there is a balance between fixed and incentive pay,
For Orient Cement Limited provisions of the Companies Act, 2013 and the Rules made
Company, its business and the regulatory framework in which reflecting short and long term performance objectives
the Company operates and equips him / her to effectively thereunder and the Listing Agreement as amended from
appropriate to the working of the Company and its
fulfil his / her role as a director of the Company. time to time, this policy on nomination and remuneration
goals.
of Directors (including Non-Executive Directors) of the
The details of programs for familiarization of the Independent Board of Directors, the Key Managerial Personnel and Senior (d) Some part of the remuneration package may be linked
Directors are available on the Company’s website and can be CK. Birla
Management has been formulated by the Committee and to the achievement of corporate performance targets
accessed through the web link: http://orientcement.com/ Place: New Delhi Chairman
approved by the Board of Directors. This Policy shall act of the Company and a strong alignment of interest with
investors/. Date: 5th May, 2017 (DIN 00118473)
as a guideline for determining, inter-alia, qualifications, stakeholders.
positive attributes and independence of a director, matters (e) The Committee may consult with the chairman of the
relating to the remuneration, appointment, removal and Board as it deems appropriate.
evaluation of performance of the Directors (including Non- (f) The Committee shall observe the set of principles and
Executive Directors), Key Managerial Personnel and Senior objectives as envisaged under the Companies Act, 2013
Management Personnel. (“Act”) (including section 178 thereof), Rules framed
there under and clause 49 of the Listing Agreement
2. OBJECTIVE OF THE POLICY
including, inter-alia, principles pertaining to determining
(a) The objective of this Policy is to outline a framework
qualifications, positive attributes, integrity and
to ensure that the Company’s remuneration levels are
independence.
aligned with industry practices and are sufficient to attract
and retain competent directors on the Board, KMPs (g) In this context, the following policy has been formulated
and the Senior Management Personnel of the quality by the Nomination and Remuneration Committee and
required, while allowing fair rewards for the achievement adopted by the Board of Directors at its meeting held on
of key deliverables and enhanced performance. The key 5th November, 2014.
objectives of this Policy include:
3. EFFECTIVE DATE
(i) guiding the Board in relation to appointment and This policy shall be effective from the date of its adoption by
removal of Directors, Key Managerial Personnel and the Board.
Senior Management;
(ii) evaluating the performance of the members of the 4. DEFINITIONS
Board and provide necessary report to the Board for (a) In this Policy unless the context otherwise requires:
further evaluation of the Board. (i) ‘Board of Directors’ or ‘Board’, in relation to the
(iii) recommending to the Board the remuneration Company, means the collective body of the directors
payable to the Directors, Key Managerial Personnel of the Company.
and setting forth a policy for determining remuneration ‘Committee’ means Nomination and Remuneration
(ii)
payable to Senior Management Personnel.
Committee of the Company as constituted or
(b) While determining the remuneration for the Directors reconstituted by the Board.
(including Non-Executive Directors) and KMPs and the
‘Company’ means “Orient Cement Limited”.
(iii)
Senior Management Personnel, regard should be made to
prevailing market conditions, business performance and ‘Independent Director’ means a director referred to
(iv)
practices in comparable companies, also to financial and in section 149(6) of the Companies Act, 2013 read
commercial health of the Company as well as prevailing with clause 49 of the Listing Agreement.
laws and government/other guidelines, to ensure that ‘Key Managerial Personnel’ (KMP) shall have the
(v)
pay structures are appropriately aligned and the level of meaning ascribed to it in the Act and the Rules made
remuneration remain appropriate. thereunder.

(vi) ‘Non-Executive Directors’ includes Independent considers appropriate, to be present at the meetings satisfactory for the concerned position. performance linked variable pay scheme which
Directors. of the Committee. (c)
Appointment of Directors, KMP’s and Senior will be based on the individual and Company
(vii) ‘Policy’ means this Nomination and Remuneration Management Personnel are subject to compliance performance for the year, pursuant to which
10. SECRETARY the Executive Director and KMP are entitled to
policy. of provisions of the Companies Act, 2013 and
The Company Secretary of the Company shall act as performance-based variable remuneration.
(viii) ‘Senior Management Personnel’ for this purpose compliance of clause 49 of the Listing Agreement.
Secretary of the Committee.
shall mean personnel of the Company who are (d) The appointment as recommended by the Nomination (vi) Remuneration to Directors other than Executive
members of its core management team excluding and Remuneration Committee further requires the Director:
11. QUORUM
Board of Directors. It would comprise all members The quorum necessary for transacting business at a meeting approval of the Board. Sitting Fees:
of management one level below the Executive of the Committee shall be two members of the Nomination The Non- Executive / Independent Director may
Director(s), including the functional heads. 15. REMUNERATION
and Remuneration Committee. receive remuneration by way of fees for attending
(a) Remuneration to Executive Directors, Directors other
(b) Unless the context otherwise requires, words and meetings of Board or Committee thereof.
than Executive Director and KMP :
expressions used in this policy and not defined herein 12. VOTING Provided that the amount of such fees shall not
but defined in the Companies Act, 2013 and/ Listing (a) Matters arising for determination at Committee (i) The remuneration/ compensation/ commission
exceed the maximum amount as provided in the
Agreement as may be amended from time to time shall Meetings shall be decided by a majority of votes of etc. to Directors and KMP will be determined by
the Committee and recommended to the Board Companies Act, 2013, per meeting of the Board or
have the meaning respectively assigned to them therein. members present. Any such decision shall for all Committee or such amount as may be prescribed
for approval. The remuneration/ compensation/
purposes be deemed a decision of the Committee. by the Central Government from time to time.
5. APPLICABILITY commission etc. shall be subject to the prior/post
(b) In the case of equality of votes, the Chairman of the approval of the shareholders of the Company and Limit of Remuneration /Commission:
This Policy is applicable to:
meeting will have a casting vote. Central Government, wherever required.
(i) Directors, including Non- Executive Directors Remuneration /Commission may be paid within
13. RESPONSIBILITY OF THE COMMITTEE (ii) The remuneration and commission to be paid to the monetary limit approved by shareholders,
(ii) Key Managerial Personnel
(a) The Committee is responsible for: Directors shall be as per the statutory provisions of subject to the limit not exceeding 1% of the net
(iii) Senior Management Personnel the Companies Act, 2013, and the Rules made there profits of the Company computed as per the
(i) formulating criteria for determining qualifications, under for the time being in force.
6. MEMBERSHIP applicable provisions of the Companies Act, 2013.
positive attributes and independence of a Director for
(a) The Committee shall consist of such number of (iii)
Increments to the existing remuneration/ (vii) Provisions for excess remuneration:
the purpose of this Policy;
compensation structure of Directors and KMP shall
directors as is required under applicable laws. If any Director draws or receives, directly or
(ii) advising the Board on issues concerning principles be recommended by the Committee to the Board
(b) Membership of the Committee shall be disclosed for remuneration and other terms of employment which should be within the slabs approved by the indirectly by way of remuneration any such
in the Annual Report and on the website of the including remuneration for the Directors (including shareholders in the case of Directors. sums in excess of the limits prescribed under the
Company. Non-Executive Directors), KMPs and the Senior Companies Act, 2013 or without the prior sanction
(iv) Where any insurance is taken by the Company on
(c) Term of the Committee shall be continuous unless Management; of the Central Government, where required, he /
behalf of its Directors and KMP for indemnifying
terminated by the Board of Directors. she shall refund such sums to the Company and
(iii) monitoring and evaluating programs for variable them against any liability, the premium paid on
such insurance shall not be treated as part of the until such sum is refunded, hold it in trust for the
remuneration, both on-going and those that
7. CHAIRMAN remuneration payable to any such personnel. Company.
have ended during the year, for the Directors
(a) Chairman of the Committee shall be an Independent Provided that if such person is proved to be guilty, the The Company shall not waive recovery of such
(including Non-Executive Directors), KMPs and the
Director. premium paid on such insurance shall be treated as sum refundable to it unless permitted by the
Senior Management;
(b) Chairperson of the Company (whether Executive or part of the remuneration. Central Government.
(iv) monitoring and evaluating the application of this
Non Executive) may be appointed as a member of (v) Remuneration to Executive Director and KMP (b) Remuneration to Senior Management Personnel:
Policy;
the Committee but shall not be the Chairman of the
(v) monitoring and evaluating current remuneration Fixed pay: (i) The Nomination and Remuneration Committee has
Committee.
structures and levels in the Company; and Executive Directors and KMP shall be eligible for authorized the Managing Director to determine from
(c) Chairman of the Nomination and Remuneration a monthly remuneration as may be approved by time to time the remuneration payable to Senior
Committee meeting shall be present at the Annual (vi) any other responsibility as determined by the Board.
the Board on the recommendation of the NRC Management Personnel including their increments.
General Meeting or may nominate some other Committee in accordance with the statutory The powers of the Nomination and Remuneration
14. APPOINTMENT OF DIRECTORS, KMP OR
member to answer the shareholders’ queries. provisions of the Companies Act, 2013, and the Committee in this regard have been delegated to the
SENIOR MANAGEMENT PERSONNEL
rules made thereunder for the time being in force. Managing Director.
8. FREQUENCY OF MEETINGS (a) The Committee shall identify and ascertain the
The meeting of the Committee shall be held at such intervals integrity, qualification, expertise and experience of the The break-up of the pay scale and quantum of (ii) The Board of Directors shall from time to time be
person for appointment as Director, KMP and Senior perquisites including, employer’s contribution intimated of the remuneration payable to the Senior
as may be required.
Management Personnel. to P.F, pension scheme, medical expenses, club Management Personnel.
fees etc. shall be decided and approved by the
9. COMMITTEE MEMBERS’ INTERESTS (b) A person should possess adequate qualifications, (iii) Where any insurance is taken by the Company
Board on the recommendation of the Committee
(a) A member of the Committee is not entitled to be expertise and experience for the position he/ she is on behalf of its Senior Management Personnel for
and approved by the shareholders and Central
present when his or her own remuneration is discussed considered as in Director, Key Managerial Personnel or indemnifying them against any liability, the premium
Government, wherever required.
at a meeting or when his or her performance is being Senior Management Personnel. The Committee has paid on such insurance shall not be treated as part
evaluated. discretion to decide whether qualification, expertise Variable components: of the remuneration payable to any such personnel.
(b) The Committee may invite such executives, as it and experience possessed by a person are sufficient / The Executive Director and KMP participate in a Provided that if such person is proved to be guilty, the

premium paid on such insurance shall be treated as 17. REMOVAL
part of the remuneration. The Committee may recommend to the Board with reasons
Fixed pay:
Annexure-II
recorded in writing, removal of a Director, KMP and Senior
Senior Management shall be eligible for a monthly Management Personnel subject to the provisions and
Corporate Social Responsibility Policy
remuneration as may be approved by the Committee compliance of the applicable Act, Rules and Regulations, if
in accordance with the statutory provisions of the any.
Companies Act, 2013, and the Rules made there
under for the time being in force. 18. DISCLOSURE OF INFORMATION 1. INTRODUCTION contribution to corpus, for projects or programs relating to
(a) Corporate Social Responsibility (“CSR”) at Orient Cement CSR activities approved by the Board on the recommendation
The break-up of the pay scale and quantum of This Policy shall be disclosed in the Board’s report.
Limited (“Company” or “OCL”) portrays the deep of its CSR Committee
perquisites including, employer’s contribution to P.F,
symbiotic relationship that the Company enjoys with
pension scheme, medical expenses, club fees etc. 19. DEVIATION FROM THE POLICY “Net profit” shall have the meaning ascribed to it in the Act.
the communities it is engaged with. As a responsible
shall be decided and approved by the Committee. The Board may, in individual or collective case, deviate from “NGO” means non-governmental organisation.
corporate citizen, we try to contribute for social and
Variable components: this Policy, in its absolute discretion, if there are particular economic development on regular basis. We believe
The Senior Management Personnel participate in reasons to do so. In the event of any departure from the that to succeed, an organization must maintain highest 4. VISION AND POLICY STATEMENT
a performance linked variable pay scheme which Policy, the Board shall record the reasons for such departure standards of corporate behaviour towards it employees, (a) Through sustainable measures, it actively contributes to
will be based on the individual and Company’s consumers and societies in which it operates. We are the social, economic and environmental development of
in the Board’s minutes.
performance for the year, pursuant to which the of opinion that CSR underlines the objective of bringing the community in which the Company operates ensuring
Senior Management are entitled to performance- about a difference and adding value in our stakeholder’s participation from the community and thereby create
20. AMENDMENTS TO THE POLICY value for the nation.
based variable remuneration. lives.
The Board of Directors on its own and / or as per the
(b) This CSR Policy shall operate as the corporate social (b) The CSR Committee will annually recommend the CSR
16. POLICY ON BOARD DIVERSITY recommendations of Nomination and Remuneration
responsibility policy of the Company for the purposes of programs and projects to the Board for its approval. The
(a) The Board of Directors shall have the optimum Committee can amend this Policy, as and when deemed fit. section 135 of the Companies Act, 2013 and the Rules Board of Directors of the Company through its CSR
combination of Directors from the different made thereunder including the Companies (Corporate Committee will plan and monitor the expenditure of CSR
In case of any amendment(s), clarification(s), circular(s)
areas/ fields like production, management, quality Social Responsibility Policy) Rules 2014 (“CSR Rules”) as activities.
assurance, finance, sales and marketing, research and etc. issued by the relevant authorities, not being consistent
amended from time to time.
development, Human Resources etc or as may be with the provisions laid down under this Policy, then such 5. CSR PROGRAMS AND PROJECTS
considered appropriate. amendment(s), clarification(s), circular(s) etc. shall prevail 2. APPLICABILITY (a) The Company proposes to adopt one or more of the
upon the provisions hereunder and this Policy shall stand (a) Orient Cement Limited CSR Policy has been formulated following CSR activities as prescribed by applicable laws,
(b) The Board shall have atleast one Board member who
in consonance with section 135 of the Companies Act, including Schedule VII of the Companies Act, 2013, as
has accounting or related financial management amended accordingly from the effective date as laid down
2013 read with the CSR Rules notified by the Ministry of amended from time to time:
expertise. under such amendment(s), clarification(s), circular(s) etc. Corporate Affairs, Government of India. (i) eradicating hunger, poverty and malnutrition,
(b) This Policy shall apply to all CSR projects / programs promoting health care (including preventive health
undertaken by the Company in India as per the Companies care) and sanitation including contribution to
Act, 2013. the Swachh Bharat Kosh set-up by the Central
Government for the promotion of sanitation and
(c) This policy is adopted by Board of Directors on
making available safe drinking water;
5th November, 2014.
(ii) promoting education, including special education
3. DEFINITIONS and employment enhancing vocation skills especially
“Act” means the Companies Act, 2013, as amended from among children, women, elderly, and the differently
time to time. abled and livelihood enhancement projects;
“Board” means the Board of Directors of the Company. (iii) promoting gender equality empowering women,
setting up homes and hostels for women and
“Company” means ‘Orient Cement Limited’. orphans; setting up old age homes, day care centres
“CSR” means Corporate Social Responsibility. and such other facilities for senior citizens and
measures for reducing inequalities faced by socially
“CSR Committee” means Corporate Social Responsibility and economically backward groups;
Committee of the Company constituted by the Board.
(iv) ensuring environmental sustainability, ecological
“CSR Rules” means Companies (Corporate Social balance, protection of flora and fauna, animal welfare,
Responsibility Policy) Rules 2014 and amendments thereon. agroforestry, conservation of natural resources and
maintaining quality of soil, air and water including
“CSR Policy” means this Policy.
contribution to Clean Ganga Fund set-up by the
“CSR Expenditure” shall include all expenditure including Central Government for rejuvenation of river Ganga;

(v) protection of national heritage, art and culture 7. FINANCIAL OUTLAY FOR CSR ACTIVITIES competence to do it, the Company may take up the (e) If the projects are being implemented by external
including restoration of buildings and sites of historical (a) Every year, the Company shall with the approval of its implementation of CSR project with its own manpower agencies, the Company may in consultation with CSR
importance and works of art; setting up public Board make a budgetary allocation for CSR activities/ and resources, if the CSR Committee is confident of its Committee designate special executives for this purpose.
libraries; promotion and development of traditional projects for the year. The budgetary allocation will organisational capability to execute such projects.
arts and handicrafts; be based on the profitability of the Company and the (e) If in the opinion of the CSR Committee, the implementation 10. INFORMATION DISSEMINATION
(vi) measures for the benefit of armed forces veterans, requirements of applicable laws. of CSR projects requires specialised knowledge and skills, (a)
The Company’s engagement in this domain is
war widows and their dependents; (b) The Company expects to spend the budgeted amount and if the Company does not have such expertise in- disseminated on its website, annual reports and its
(vii) training to promote rural sports, nationally recognized allocated for CSR activities/ projects planned for each house, and dedicated staff to carry out such activities, the in-house journals as and when deem fit.
financial year, within that year. If for any reason, the CSR Committee may recommend to avail the services of (b) Further the contents of the CSR Policy shall be disclosed
sports, paralympic sports and Olympic sports;
budget of a year remains unutilized, the same would not external specialized agencies for the implementation of in the Directors’ Report and the same shall also be
(viii) contribution to the Prime Minister’s National Relief
lapse and would be carried forward to the next year for such CSR projects. displayed on the Company’s website.
Fund or any other fund set up by the Central
expenditure on CSR activities, which were planned for (f) In the event an external agency is engaged for the
Government for socio-economic development
implementation in the previous year, but could not be purposes of the CSR initiatives of the Company, the 11. GENERAL
and relief and welfare of the Scheduled Castes, the
completed due to some reason. The CSR Committee Company will need to enter into an agreement with the (a) In case of any doubt with regard to any provision of
Scheduled Tribes, other backward classes, minorities
and the Board of Directors will disclose the reasons for relevant executing/implementing external agency, setting this CSR Policy and also in respect of matters not
and women;
not being able to spend the entire budgeted amount on out the terms and conditions of the engagement of the covered herein, a reference should be made to the CSR
(ix)
contributions or funds provided to technology external agency.
the CSR activities as planned for that year. Committee. In all such matters, the interpretation and
incubators located within academic institutions which
(c) The amount allocated for emergency needs but not 9. MONITORING decision of the CSR Committee shall be final.
are approved by the Central Government; and
utilized in the year of its allocation may be carried forward (a) The Company recognizes that monitoring is critical for (b) All provisions of the CSR Policy would be subject to
(x) rural development projects.
to the next year for utilization for CSR activities. assessment of the progress as regards timelines, budgetary revision/amendment in accordance with the applicable
(b) The CSR activities shall be undertaken within the territory
(d) Any surplus arising out of the CSR activities, projects or expenditure and achievement of targets. Monitoring laws.
of the Republic of India.
programs shall not form part of the business profits of the may be done periodically with the help of identified key (c) The Company reserves the right to modify, cancel, add,
(c) The Company’s CSR projects and programs will be
Company. performance indicators, the periodicity being determined or amend this CSR Policy.
undertaken by the Company by itself or with joint and primarily by the nature of key performance indicators.
collaborative efforts of other companies. 8. IMPLEMENTATION (b) Monitoring will be done in project mode with continuous 12. REVIEW OF THE POLICY
(d) The CSR projects and programs may also be implemented (a) The Company will integrate its CSR plans and strategy feedback mechanism, and recourse always available for The CSR Committee shall review the CSR Policy from time
through registered public charitable trusts, not-for-profit with its business plans and strategies. For effective mid-course correction in implementation, whenever to time based on the changing needs and make suitable
companies set up under section 25 of the Companies implementation, long-term CSR plans will be broken required. modifications as may be necessary with the approval of the
Act, 1956 (corresponding to section 8 of the Companies down into medium-term and short-term plans. Each plan
(c) The performance of the Company’s CSR activities would Board.
Act, 2013) through recognized and reputed NGOs and recommended by the CSR Committee should specify the
be monitored on the basis of their achievement of annual
similar entities. CSR activities planned to be undertaken for each year, In case of any amendment(s), clarification(s), circular(s)
targets and the utilization of their annual budgets for the
define the responsibilities of the designated authorities to etc. issued by the relevant authorities, not being consistent
activities planned and the targets set for each year.
6. CSR COMMITTEE be engaged in this task, and also prescribe the measurable with the provisions laid down under this Policy, then such
(d) Implementation and monitoring of the CSR activities will
(a) The CSR policy and programs shall be implemented, and the expected outcome and social/ environmental amendment(s), clarification(s), circular(s) etc. shall prevail
be overseen by the CSR Committee. The monitoring and
managed and supervised by the CSR committee impact of the CSR activities.
evaluation may be assigned by the CSR Committee to an upon the provisions hereunder and this Policy shall stand
appointed by the Board. (b) The Company recognizes that the period of
independent external agency for the sake of objectivity amended accordingly from the effective date as laid down
(b) The CSR Committee shall comprise at least such number implementation of its long term CSR projects can
and transparency. under such amendment(s), clarification(s), circular(s) etc.
of directors as is mandatorily required by applicable laws. extend over several years depending upon the expected
(c) The Committee shall inter alia: outcomes/ impact thereof. While planning for such long
(i) Formulate and update the CSR Policy which will be term projects, the CSR Committee would estimate the
approved by the Board; total cost of each project and recommend to the Board
of Directors of the Company that the Company should
(ii) Decide the CSR activities to be taken up by the
commit such amount for long term expenditure till the
Company in accordance with this Policy;
completion of the project.
(iii) Decide the amount to be allocated for each project or
(c) Each long term project will be broken up into annual
activity;
targets and activities to be implemented sequentially
(iv) Oversee and monitor the progress of the initiatives on a yearly basis, and the budget would have to be
rolled out under this Policy; and allocated for the implementation of these activities and
(v) Submit a report, to the Board on all CSR activities achievement of targets set for each successive year, till
undertaken during the financial year the final completion of the project.
(d) The Committee shall meet at least once in a financial (d) Where the CSR activities are closely aligned with the
year. business strategy and the Company possesses core

Annexure-III
Dividend Distribution Policy
1. BACKGROUND, PURPOSE, OBJECTIVES AND “Dividend” includes any interim dividend and shall mean merger, joint ventures, new product launches etc. which this Policy, interim dividend approved by the Board will
SCOPE Dividend as defined under the Companies Act, 2013. requires significant capital outflow be confirmed by the shareholders and final dividend,
The equity shares of the Company are listed on National (c) Requirement of higher working capital for the purpose of if any, recommended by the Board, will be subject to
“Listing Regulations” shall mean the “Securities and
Stock Exchange of India Limited and BSE Limited. SEBI business of the Company shareholders approval, at the ensuing Annual General
Exchanges Board of India (Listing Obligations and Disclosure
vide its Notification No. SEBI/LAD-NRO/GN/2016-17/008 Requirements) Regulations 2015” and the amendments Meeting of the Company.
(d) Proposal for buyback of securities
dated 8th July, 2016 has amended the Listing Regulations thereto. (d) The Company shall ensure compliance of provisions
by inserting Regulation 43A in order to make it mandatory (e) In the event of loss or inadequacy of profit
of applicable laws, the Act, SEBI Rules and Regulations
to have a Policy in place by the top five hundred listed “Policy” shall mean this Dividend Distribution Policy. 6. MANNER OF UTILISATION OF RETAINED EARNINGS and this Policy in relation to dividend declared by the
companies based on their market capitalization. Considering “SEBI” shall mean Securities and Exchange Board of India. The Board may decide to plough back the earnings for a Company.
the provisions of the aforesaid Regulation 43A, the Board particular financial year(s) to ensure the availability of funds
of the Company recognizes the need to lay down a broad 4. PARAMETERS AND FACTORS FOR DECLARATION for any of the following purpose:- 9. POLICY EXCLUSION:
framework for considering decisions by the Board of the OF DIVIDEND The Policy shall not be applicable in the following
(a) Expansion plans circumstances:-
Company, with regard to distribution of dividend to its (I) Financial parameters and Internal Factors
shareholders and/ or retaining or plough back of its profits. (b) Modernization plans
(a) Working capital requirements (a) Any distribution of cash as an alternative to payment of
The Policy also sets out the circumstances and different (c) Diversification/ acquisition of business dividend by way of buyback of equity shares
(b) Profits earned during the year
factors for consideration by the Board at the time of taking (d) Plant expansion & diversification
(c) Profit available for distribution (b) Distribution of dividend in kind, i.e. by issue of fully or
such decisions of distribution or of retention of profits, in the
(e) Replacement of capital assets partly paid bonus shares or other securities
interest of providing transparency to the shareholders. The (d) Past dividend payout ratio/ trends
intent of the Policy is to broadly specify the following: (f) Mitigate dependence on external debts (c) Determination and declaration of dividend on preference
(e) Earnings per share(EPS)
(g) High financial leverage shares, if any.
(a) The circumstances under which the shareholders of the (f) Cost of Borrowing
Company may or may not expect dividend; (h) Other such criteria as the Board may deem fit from time 10. DISCLOSURES
(g) Capital expenditure requirement
to time The Dividend Distribution Policy shall be disclosed in the
(b)
Internal and external factors including financial (h) Business expansion, growth and acquisition
parameters that shall be considered while declaring 7. PARAMETERS FOR VARIOUS CLASSES OF SHARES Annual Report and on the website of the Company i.e. at
(i) Creation of contingency fund www.orientcement.com.
dividend; The holders of the equity shares of the Company, as on
(j) Investment in joint-ventures, associates and the record date, are entitled to receive dividends. Since the
(c) Policy as to how the retained earnings shall be utilized; 11. GENERAL
subsidiaries Company has issued only one class of equity shares with
(d) Parameters that shall be adopted with regard to various (a) The Policy would be subject to revision/ amendment
(k) Agreements with lending institutions/ debenture equal voting rights, all the members of the Company are
classes of shares. in accordance with the guidelines as may be issued by
trustees etc. entitled to receive the same amount of dividend per share.
Any deviation on elements of this Policy in extraordinary Ministry of Corporate Affairs, Securities Exchange Board
(l) Likelihood of crystallization of contingent liabilities, if The Policy shall be suitably revisited at the time of issuance
circumstances, when deemed necessary in the interests of of India or such other regulatory authority as may be
any of any new class of shares depending upon the nature and
the Company, along with the rationale will be disclosed in authorized, from time to time, on the subject matter.
guidelines thereof.
(II) External Factors (b) The Company reserves its right to alter, modify, cancel,
the Annual Report by the Board.
(a) Statutory provisions and guidelines 8. PROCEDURE add, delete or amend any of the provisions of this Policy.
The Board of Directors of the Company in its meeting held
(b) Economic environment (a) The Chief Financial Officer in consultation with Managing (c) In case of any amendment(s), clarification(s), circular(s)
on 4th February, 2017 has approved this Dividend Distribution
Director & CEO of the Company shall recommend any etc. issued by the relevant authorities, not being consistent
Policy of the Company which endeavors for fairness, (c) Capital markets
amount to be declared/ recommended as dividend to
consistency and sustainability while distributing profits to the (d) Global conditions with the provisions laid down under this Policy, then
the Board of the Company.
shareholders. such amendment(s), clarification(s), circular(s) etc. shall
(e) Dividend payout ratio of competitors
(b) The agenda of the Board where dividend declaration/ prevail upon the provisions hereunder and this Policy
2. EFFECTIVE DATE 5. CIRCUMSTANCES UNDER WHICH DIVIDEND recommendation is proposed shall contain the rationale shall stand amended accordingly from the effective date
This Dividend Distribution Policy is effective w.e.f. PAYOUT MAY OR MAY NOT BE EXPECTED of the proposal. as laid down under such amendment(s), clarification(s),
4th February, 2017 The decision of dividend payout shall, majorly be based on (c) Pursuant to the provisions of the applicable laws and circular(s) etc.
the aforesaid factors considering the balanced interest of
3. DEFINITIONS the shareholders & the Company. The shareholders of the
“Act” shall mean the Companies Act, 2013 including the Company may not expect dividend under the following
Rules made thereunder, as amended from time to time. circumstances:-
“Board” or “Board of Directors” shall mean the Board of (a) Proposed expansion plans including capital expenditure
Directors of the Company. for existing operations, requiring higher capital allocation
“Company” means Orient Cement Limited. (b) Decision to undertake any acquisitions, amalgamation,

Managing Director & CEO and Chief Financial Officer Certification
Business Responsibility Report for the
We, the undersigned, in our respective capacities as Managing Director & CEO and Chief Financial Officer of Orient Cement
Limited (“the Company’) to the best of our knowledge and belief certify that:
financial year 2016-17
(a) We have reviewed financial statements and the cash flow statement for the financial year ended 31st March, 2017 and that
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
to the best of our knowledge and belief, we state that: 1. Corporate Identity Number (CIN) of the Company L26940OR2011PLC013933
(i) these statements do not contain any materially untrue statement or omit any material fact or contain any statements 2. Name of the Company Orient Cement Limited
that might be misleading; 3. Registered address Birla Tower, 3rd Floor, 25, Barakhamba Road, New Delhi-110001
(ii) these statements together present a true and fair view of the Company’s affairs and in compliance with existing 4. Website www.orientcement.com
accounting standards, applicable laws and regulations. 5. E-mail id [email protected]
(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company 6. Financial year reported 1st April, 2016 - 31st March, 2017
during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct. 7. Sector(s) that the Company is engaged in (industrial activity code-wise)
(c) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated Group Class Sub class Description
the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have 239 2394 23941 Manufacture and sale of cement
disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of internal controls, if any, of which 8. List three key products/services that the Company The Company manufactures cement of two kinds viz:
we are aware and the steps we have taken or proposed to take to rectify these deficiencies. manufactures/provides (as in balance sheet) Ordinary Portland Cement (OPC) & Pozzolana Portland
Cement (PPC)
(d) We have indicated, wherever applicable, to the Auditors and the Audit Committee:
9. Total number of locations where business activity is
(i) significant changes, if any, in internal control over financial reporting during the year; undertaken by the Company
(ii) significant changes, if any, in the accounting policies during the year and that the same has been disclosed in the (a) Number of International Locations (Provide Nil
notes to the financial statements; and details of major 5)
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management b) Number of National Locations 13 States
or an employee having significant role in the Company’s internal control system over the financial reporting. 10. Markets served by the Company – Local/State/ National
National/International
For Orient Cement Limited
SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid up Capital (INR) H2,048.69 lacs
D. D. Khetrapal Sushil Gupta 2. Total Turnover (INR) H2,17,127.81 lacs
Place: New Delhi Managing Director & CEO Chief Financial Officer 3. Total profit after taxes (INR) (H3,209.85 lacs)
Date: 5th May, 2017 (DIN 02362633) (FCA-044924) 4. Total Spending on Corporate Social Responsibility The Company has spent H414.36 lacs during the financial
(CSR) year 2016-17 on CSR activities
5. List of areas in which expenditure in 4 above has a. Healthcare,
been incurred:- b. Infrastructure development and
c. Education
SECTION C: OTHER DETAILS

Compliance with Code of Conduct 1. Does the Company have any Subsidiary Company/ No
Companies?
2. Do the Subsidiary Company/Companies participate N.A
As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the
in the BR Initiatives of the parent company? If
Senior Management Personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management
yes, then indicate the number of such subsidiary
for the financial year ended 31st March, 2017.
company(s)
For Orient Cement Limited 3. Do any other entity/entities (e.g. suppliers, The suppliers, vendors, agents, consultants, contractors and
distributors etc.) that the Company does business third parties (more than 60%), who have business relationships

with; participate in the BR initiatives of the with the Company, are contractually bound to abide by the
D. D. Khetrapal
Company? If yes, then indicate the percentage of Code of Conduct, Whistle Blower Policy and performance
Place: New Delhi Managing Director & CEO
such entity/entities? [Less than 30%, 30-60%, More standards. In this capacity they are involved & participate in
Date: 5th May, 2017 (DIN 02362633)
than 60%] the Business Responsibility initiatives of the Company.

SECTION D: BR INFORMATION If answer to Sr. No. 1 against any principle is ‘No’, please explain why (tick up to 2 options)
1. Details of Director/Directors responsible for BR 1. The Company has not understood the principles.
(a) Details of the Director/Director responsible for implementation of the BR policy/policies 2. The Company is not at a stage where it finds itself in a position to formulate and implement the policies on
specified principles.
1. DIN Number 02362633
3. The Company does not have financial or manpower resources available for the task.
2. Name Mr. Desh Deepak Khetrapal
4. It is planned to be done with in next six months.
3. Designation Managing Director & CEO
5. It is planned to be done with in next one year.
(b) Details of the BR head
6. Any other reason.
1. DIN Number (if applicable) N.A
*http://www.orientcement.com/investor/
2. Name Mr. Sushil Gupta
**http://www.orientcement.com/investor/
3. Designation Chief Financial Officer
# http://www.orientcement.com/wp-content/uploads/2016/05/Corporate-Social-Responsibility-Policy.pdf
4. Telephone number 011-42092246
***http://www.orientcement.com/investor/
5. e-mail id [email protected]
Note-1:- The policy is embedded in the Company’s quality & environment policies which inter alia, relate to safe &
2. Principle-wise (as per NVGs) BR Policy/ policies( Reply in Y/N):
sustainable products.
The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business released
by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as under:- Note-2:- It is planned to be done during the financial year 2017-18.
P1 – Businesses should conduct and govern themselves with Ethics, Transparency and Accountability. Note-3:- Bureau of Indian Standards (BIS)
P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle. Note-4:- The policy conforms to guidelines of Companies Act, 2013. In addition, the Policy is also in conformity with
the Sustainable Development Goals.
P3 - Businesses should promote the well-being of all employees.
Note-5:- The policy conforms to guidelines of Companies Act, 2013. In addition, the Policy is also in conformity with
P4 - Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized. the Sustainable Development Goals.
P5 - Businesses should respect and promote human rights. Note-6:- The Code of Conduct for Directors & Senior Management and the Whistle Blower Policy of the Company are
approved by the Board of Directors of the Company and are signed by the Managing Director & CEO of the Company.
P6 - Businesses should respect, protect and make efforts to restore the environment.
Note-7:- Compliance reports from designated employees are evaluated by the Internal Auditors and are placed before
P7 - Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
the Audit Committee for review.
P8 - Businesses should support inclusive growth and equitable development.
Note-8:- The need for a formal policy was not identified.
P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner.
Note-9:- The need for a formal policy was not identified. However, the Company has a systematic process for assessing
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 customer needs. It also has a customer complaint redressal system.
1 Do you have a policy/ policies for…………………… Y Y Y Y Y Y
3. Governance related to BR
Note-1
2. Has the policy being formulated in consultation Y Y Y Y Y Y (a) Indicate the frequency with which the Board of The Managing Director & CEO of the Company
with the relevant stakeholders? Directors, Committee of the Board or CEO to assess assesses the BR performance of the Company on a
3. Does the policy conform to any national/ Y Y Y Y Y Y the BR performance of the Company. Within 3 months, quarterly basis.
international standards? If yes, specify? (50 words) Note-3 Note- Note-
4 5 3-6 months, annually, more than 1 year This Report forms part of the Annual Report and is
4. Has the policy being approved by the Board? Note6 - N Y N Y placed before the Board of Directors for approval.
If yes, has it been signed by MD/ owner/ CEO/ (b) Does the Company publish a BR or a Sustainability This is the first year of implementation of the Business
appropriate Board Director?
Report? What is the hyperlink for viewing this report? Responsibility Report by the Company.
5. Does the Company have a specified committee Y Y Y Y Y Y
of Board/ Director/ Official to oversee the How frequently it is published? The Company will publish the Business Responsibility
implementation of the policy? Note-
Note-2 Note 9 Report in accordance with SEBI guidelines and it will
8
6. Indicate the link for the policy to be viewed online? * ** – # *** # form part of the Annual Report.
7. Has the policy been formally communicated to all Y Y Y Y Y Y The Business Responsibility Report will be published
relevant internal and external stakeholders?
annually.
8. Does the Company have in-house structure to Y Y Y Y Y Y
implement the policy/ policies? The Report is available on the Company’s website:
9. Does the Company have a grievance redressal Y Y Y Y Y Y www.orientcement.com
mechanism related to the policy/ policies to
address stakeholders’ grievances related to the
policy/ policies?
10. Has the company carried out independent audit/ Y Y N Y Y Y
evaluation of the working of this policy by an Note 7
internal or external agency?

SECTION E: PRINCIPLE-WISE PERFORMANCE efficient manufacturers of cement in India in terms of power The Company’s integrated plants are situated close to Portland Pozzolana Cement (PPC). The Company also uses
and fuel consumption. limestone mines which help to minimize transportation cost. biomass – rice husk (waste material) as an alternate fuel and
Principle 1- ETHICS, TRANSPARENCY & ACCOUNTABILITY
The Company deploys sustainable mining practices. The pet coke in the manufacturing process to substitute for the
1. Does the policy relating to ethics, bribery and corruption The Company follows the following approach to achieve its
Company utilizes chemical gypsum (an industrial waste) for consumption of the fossil fuel/ coal.
cover only the Company? Yes/No. Does it extend to the goal of sustainability:-
the manufacture of cement as well as flyash (a waste product
Group/Joint Ventures/Suppliers/Contractors/NGOs/ Others? Principle 3 - EMPLOYEE WELL-BEING
a) The Devapur & Jalgaon units are certified with Quality (ISO from thermal power plants) in the production of Portland
The Company does not have a separate policy relating 1. Number of employees
9001), Environment 14001 and operational health and Pozzolana Cement (PPC). The Company utilizes alternative
to ethics, bribery and corruption. However, the policy is 4188 (direct and indirect) employees.
safety (OHSAS 18001) certification. The new integrated fuel pet coke and rice husk which helps to conserve the finite
embedded in the Company’s Codes of Conduct (Code of
cement manufacturing unit at Chittapur is equipped natural resources. The Company is increasing the usage of 2. Number of employees hired on temporary/ contractual/
Conduct for Employees, Code of Conduct for Directors &
with new state of the art technology and latest energy- Alternate Fuel year on year to decrease dependency on casual basis
Senior Management and Supplier Code of Conduct), Whistle
efficient equipment. traditional fuel i.e. coal. 270 employees are outsourced staff and 2700 workers were
Blower Policy, HR policies and various HR practices. The
provisions of these Codes and the Whistle Blower Policy are b) Energy conservation practices such as installation/ 4. Has the Company taken any steps to procure goods hired on a temporary/contractual/casual basis.
a mandatory condition for the award of any contract as well replacement of energy- efficient equipment to reduce and services from local & small producers, including 3. Number of permanent women employees
as initiating or maintaining a business relationship with Orient the Green House Gases (GHG) emissions and also to communities surrounding their place of work? If yes, There are 25 women employees in the management staff
Cement. increase the resource efficiency. what steps have been taken to improve their capacity and and 8 women employees as Wage Board / permanent
c) Use of Biomass – Rice Husk as an Alternate Fuel and capability of local and small vendors? workers.
2. How many stakeholder complaints have been received
The Company avails services like housekeeping,
in the past financial year and what percentage was Pet coke in the manufacturing process to substitute the 4. Number of permanent employees with disabilities
transportation, vendors, horticulture and like services from
satisfactorily resolved by the management? If so, provide consumption of fossil fuel/ coal. 4 permanent employees with disabilities are part of the
suitable sources of supply near our places of work. The
details thereof, in about 50 words or so. d) Use of Fly ash (waste material from thermal power plants) Company fosters local and small suppliers for procurement organization.
During the financial year 2016-17, the Company received to manufacture Portland Pozzolana Cement (PPC) of goods and services in close proximity to its plant locations. 5. Employee association that is recognized by management.
total of 4 complaints related to ethics, bribery and corruption. as an environment friendly practice to conserve the As part of the development of local and small suppliers’ The employee association at Devapur is recognized by the
No complaint was pending from the previous financial year. environment. capacity and capability, a new program called Contractor management.
All complaints were successfully resolved during the year as e) Rain Water Harvesting by conserving rain water in mined Safety Management has been introduced in the Company.
on 31st March, 2017 through appropriate grievance redressal 6. Percentage of permanent employees that are members
out pits for its use in the operations, for augmentation Training and technical support is being provided to them
mechanisms. of this recognized employee association
of the ground water level and to support the local to improve and build their capability and to educate and
All the permanent workmen at Devapur are members of
Apart from this, the Company has not received any complaint biodiversity. improve their performance standards.
the recognized employee association (100% of permanent
from the shareholders of the Company. No complaint was f) Pollution prevention by installation and proper 5. Does the Company have a mechanism to recycle products workmen in Devapur)
pending from previous financial year. maintenance of Pollution Control Equipment. and waste? If yes, what is the percentage of recycling of
7. Please indicate the number of complaints relating to
g) Adequate Green Belt Development for pollution products and waste (separately as <5%, 5-10%, >10%).
Principle 2- SUSTAINABILITY IN LIFE-CYCLE OF child labour, forced labour, involuntary labour, sexual
abatement, support to the local biodiversity and increasing The Company utilizes chemical gypsum (an industrial waste)
PRODUCT AND SERVICES harassment in the last financial year and pending, as on the
the aesthetic and scenic beauty of the plants/ mines site. for the manufacture of cement as well as flyash (a waste
1. List up to 3 of your products or services whose design end of the financial year.
product from thermal power plants) in the production of
has incorporated social or environmental concerns, risks h) Installation of sewage and water treatment plant for
and/or opportunities. treatment of liquid waste and for purifying ground /
Three principal products are Ordinary Portland Cement 53 surface water. No. Category No. of complaints at No. of complaints No. of complaints
grade (OPC53), Ordinary Portland Cement 43 Grade (OPC43) 2. For each such product, provide the details in respect of the beginning of the filed during the pending as on end of
and Portland Pozzolana Cement (PPC). resource use (energy, water, raw material etc.), reduction financial year financial year the financial year
As a responsible corporate, the Company is committed to during sourcing/production/distribution achieved since a. Child labour/ forced labour/ involuntary Nil Nil Nil
sustainable development and understands its obligations the previous year throughout the value chain and reduction labour
relating to social & environmental concerns. The Company during usage by consumers (energy, water) achieved since b. Sexual harassment Nil Nil Nil
continually seeks ways to conserve the environment and the previous year? c. Discriminatory employment Nil Nil Nil
manage finite resources responsibly. The Company is constantly putting considerable efforts
into the conservation of energy and water. We are closely
At Orient Cement, we integrate responsible environmental 8. What percentage of your under-mentioned employees were given safety & skill up-gradation training in the last year?
monitoring and working on improving our resource, raw
practices into business operations that aim at environment
material, energy, water, waste and emission footprint as part a. Permanent Employees 76 %
sustainability and inclusive growth. We adopt a pro-active
of our “best in class” manufacturing practices. Our focus on
and responsible approach and consciously try to mitigate b. Permanent Women Employees 90 %
operating efficiencies has led to the Company having one of
any impact of our operations on the environment. We also c. Casual/Temporary/Contractual Employees 100%
the lowest specific energy and power consumption metrics
aim at prudent and frugal use of non-renewable natural d. Employees with disabilities 100%
in the industry.
resources, reduction in air emissions as well as targeted
investments in viable technologies that promise sustainable 3. Does the Company have procedures in place for
development. As a result of this responsible and pro-active sustainable sourcing (including transportation)? If yes,
approach, the Company is reputed to be one of the most what percentage of your inputs was sourced sustainably?

Orient Cement undertakes significant efforts to enhance care, education, infrastructure development, safe drinking evidenced by improvement in efficiencies across all aspects The recently commissioned Chittapur cement plant of the
its workforce skills levels through various learning and water and sanitation, sustainable livelihood etc. are extended of our operations. This will not only benefit our environment Company uses all the latest technologies available. Cross
development programs. Various trainings provided to the to disadvantaged, vulnerable & marginalized stakeholders but also improve the living standards of our society. It will Belt Analysers are installed in the limestone and raw material
employees include Functional as well as Health, Safety and and to the people living near the Company’s manufacturing help our nation’s progress, ensuring the development in a feeding circuit for optimum utilization of natural resources.
Environment trainings. Basic safety induction and training units. To achieve the same, we have a well-established CSR rapid yet sustainable manner. The raw material grinding is achieved with vertical roller mills
is given to employees at the plants upon their induction policy. in finish mode which consumes substantially less electrical
We strive to integrate responsible environmental practices
into the Company. Further, at the manufacturing locations, energy when compared with conventional ball mill grinding.
Principle 5- PROMOTION OF HUMAN RIGHTS into business operations that aim at environmental
specific safety trainings are provided to employees, including The preheater is designed with low pressure cyclones for
1. Does the policy of the Company on human rights cover management, social development and financial profitability
the temporary and contractual workforce, based on their job better utilisation of heat energy and kiln burner is provided
only the Company or extend to the Group/Joint Ventures/ and have taken constant measures towards the same. We
profiles. with multi-channel burner. The clinker cooler is of the latest
Suppliers/ Contractors/ NGOs/Others? consciously aim to mitigate environmental impacts due to
our business operations and follow precautionary approach generation that uses less cooling air i.e. less electrical energy
Principle 4- STAKEHOLDER ENGAGEMENT when compared with conventional coolers. The cooler drives
The Company does not have a formal policy on Human wherever we suspect that our actions might cause harm to
1. Has the Company mapped its internal and external
Rights. The formal policy will be put in place during the environment. We are aiming for responsible use of natural are also of the hydraulic type. The complete pyro system is
stakeholders?
financial year 2018, however all aspects of human rights are resources, reduction in air emissions, targeted investments designed for the best and lowest heat energy consumption
Yes, the Company has mapped its internal and external taken into consideration while taking any business decision. in viable technologies that promise sustainable growth that possible. The cement grinding circuit consists of vertical
stakeholders. The major stakeholders identified and classified extend beyond mere compliance with the law. roller mills in closed circuit so that the cement grinding can
2. How many stakeholder complaints have been received in
are:- be carried out with the optimum electrical energy when
the past financial year and what percent was satisfactorily Orient Cement, as a responsible Corporate has assessed the
Employees compared with conventional ball mill grinding. The quality
resolved by the management? carbon footprint at their Devapur and Jalgaon plants for the control systems of latest generation are in place to optimize
Customers year 2015-16. The Company has published its performance
There were no complaints regarding breach of human rights consumption of various raw materials.
Shareholders during the reporting period. voluntarily under the carbon disclosure project (CDP) and
this will pave way for our future performance monitoring Orient Cement is active in managing its GHG emissions.
Local Communities
Principle 6- ENVIRONMENTAL PROTECTION and evaluation. The report is available on http://www. The Company is utilising power plant waste i.e. fly ash
Business partners/ Contractors/ Vendors to manufacture Pozzolana Portland Cement as much as
1. Does the policy related to Principle 6 cover only the orientcement.com/wp-content/uploads/2016/08/Orient-
Contract workers Company or extend to the Group/Joint Ventures/Suppliers/ Cement-_Carbon-Footprint-Report-2015-16rev02.pdf. possible and system is designed for the same with one of
Project affected people Contractors/ NGOs/others. the best and most accurate feeding systems. The Company
3. Does the Company identify and assess potential is using petcoke as fuel as much as possible which is a by-
Land contributors As per Orient Cement’s Supplier Code of Conduct, the environmental risks? Y/N product from crude oil refineries.
Government Bodies vendors, agents, consultants, contractors and any other third
Yes, the Company has a mechanism to identify and assess 5. Has the Company undertaken any other initiatives on-
Industry Regulators party, who have a business relationship with Orient Cement,
potential environment risks in its plants. The Company is clean technology, energy efficiency, renewable energy,
have to ensure the compliance with all governmental laws
Media and Industry Associations following ISO 14001 standards to mitigate the potential etc. Y/N. If yes, please give hyperlink for web page etc.
related to Environment and Health & Safety. Compliance
environmental risks at Devapur and Jalgaon. Environment
For Orient Cement, maintaining relationship with stakeholders with these laws is mandatory for Orient Cement’s vendors,
and Safety management programs are initiated for the Orient Cement has taken numerous initiatives to implement
is a business imperative as our business revolves around our agents, consultants, contractors and any other third party.
mitigation of identified environment aspects as well as safety clean & green technology and from an energy efficiency
stakeholders.
2. Does the Company have strategies/initiatives to address hazards. perspective. Some of these include: -
2. Out of the above, has the Company identified the global environmental issues such as climate change,
Moreover, the critical environment risks are identified as a) The energy efficiency activities in the plant are ongoing.
disadvantaged, vulnerable & marginalized stakeholders? global warming, etc.? Y/N. If yes, please give hyperlink for
a part of the Company’s risk management identification Please refer to Annexure 7 of the Directors’ Report of
webpage etc.
Yes, Orient Cement has identified the disadvantaged, process and these feature in the Company’s risk library. the Annual Report for conservation of energy initiatives.
vulnerable & marginalized stakeholders in its area of At Orient Cement, we believe that Environmental and Social The Company regularly reviews its environmental risks and The same is also available on Company’s website: www.
operations. These include among others, project affected sustainability is imperative to the well-being of our planet undertakes initiatives to mitigate them. orientcement.com.
people, land contributors and local residents. and to human development and responsible corporates b) The Chittapur cement plant uses the latest dry process
For us, the environmental performance improvement
like us have to assume a responsible and pro-active role in technology with the latest machinery and methodology.
3. Are there any special initiatives taken by the Company remains an important pillar of our business success. We are
contributing to the sustainability imperative. With increasing
to engage with the disadvantaged, vulnerable and committed towards Environmental, Health and Safety (EHS) c) The Company utilizes chemical gypsum (an industrial
population and urbanization, demand for natural resources
marginalized stakeholders. If so, provide details thereof, in management. We also continuously focus on improving waste) for the manufacture of cement and flyash (waste
is increasing rapidly. Therefore, organizations involved in the
about 50 words or so. resource efficiency in clinker and cement production by from thermal power plants) in the production of Portland
cement industry have the responsibility to generate lasting
optimising energy usage, utilizing waste in production Pozzolana Cement (PPC) .
Orient Cement has paid due attention towards disadvantaged, innovations to protect both the industry’s future viability
processes and targeting higher alternative fuel and raw d) The Company uses Biomass – Rice Husk (waste material)
vulnerable & marginalized stakeholders. Orient Cement puts and the health of our environment. It is necessary for those
material usage. In the process, we also endeavor to minimize as an alternate fuel and pet coke in the manufacturing
a conscious effort to engage with such stakeholders, identify involved in the cement industry to manage emissions,
our impact on climate, water and air. process to substitute the consumption of the fossil fuel/
their needs/concerns and address them in a phased manner. eliminate waste and take responsibility for enhancing the
Based on the needs identified, Orient Cement undertakes quality of life on our planet. With this philosophy in our mind, 4. Does the Company have any project related to Clean coal.
several programs to improve health service delivery, rural we constantly identify and implement practices that satisfy the Development Mechanism? If so, provide details thereof, e) The Company has constructed 15 check dams at
education, skill development, infrastructural development goals of sustainability in a holistic manner. Producing more in about 50 words or so. Also, if yes, whether any various locations around the plant in Devapur. Rain
and economic livelihood. Several initiatives such as health and consuming less is the motto of our Company, which is environmental compliance report is filed? water harvesting system has been developed at the

Jalgaon plant. A huge pond is being maintained for the Association, Cement Sustainability Initiative (CSI), under Responsibility Policy”, observes practices of Corporate Orient Cement conducts consistent engagement and
collection of rain water at the Chittapur plant. Orient the aegis of the World Business Council for Sustainable Governance at all levels and provides remedial measures interaction with the community to ensure that the initiatives
Cement has developed a Reservoir – “Maisamma Sagar” Development (WBCSD), National Human Resource wherever necessary. undertaken are successfully implemented and addresses
at the Devapur Plant for collecting rain water in the lower Development (NHRD), Employer’s Federation of Southern specific needs of the community. The Company has taken
Under the framework of its CSR Policy, the Company
most benches during the monsoon season. This is India (EFI) and National Safety Council (NSC). steps to ensure that the community initiatives benefit the
undertakes social programs/ projects on an ongoing basis.
being used for plantation activities & spraying on roads community as per the identified and assessed needs. Projects
2. Have you advocated/lobbied through above associations The programs/projects are undertaken through in-house
for suppressing dust besides being used in the power are evolved out of the identified needs of the communities.
for the advancement or improvement of public good? Yes / teams to ensure that Orient Cement achieves success in
plant & cement plant. The rain water harvesting fulfils the This continuous engagement with the communities allows
No; if yes specify the broad areas (drop box: Governance and effectively translating the Company’s vision of promoting
requirement of the mines, power plant and cement plant. better acceptance and adaptation of the initiatives.
Administration, Economic Reforms, Inclusive Development inclusive growth successfully in a focused manner and under
This huge reservoir/lake recharges the ground water table
Policies, Energy security, Water, Food Security, Sustainable the Company’s direct supervision. Principle 9 – PROVIDING VALUE TO CUSTOMERS
of surrounding areas and supports the existence of local
Business Principles, Others) 1. What percentage of customer complaints/consumer
flora and fauna. Many bird species can be seen in the area 3. Have you done any impact assessment of your initiative?
using different habitats extensively for foraging, nesting Yes, the broad areas are Economic Reforms, Environment & cases are pending as on the end of financial year?
The Company monitors the impact of its CSR initiatives on
and roosting in the surrounding vegetation. Fishes in the Energy issues and Sustainable Business Principles. Effective redressal mechanism is in place for addressing
an ongoing basis and has noted positive outcomes and
water reservoir help in maintaining an aquatic ecosystem. customer complaints and handling consumer cases. The
Principle 8- INCLUSIVE GROWTH AND EQUITABLE benefits for the people in and around the Company’s plants.
f) The Company is continuously concentrating on Just as an example, a Reverse Osmosis plant (RO) provided Company has a well-defined system of addressing customer
DEVELOPMENT
improving its productivity in terms of production, power in Devapur village has resulted in the reduction in waterborne complaints. The Company has received 109 complaints
1. Does the Company have specified program/ initiatives/
consumption and thermal energy consumption. The diseases over a period of 6-8 months since inception. during the financial year 2016-17, 100% complaints received
projects in pursuit of the policy related to Principle 8? If
electrical equipment used in the plant is made energy were resolved successfully by 31st March, 2017.
yes, details thereof. During financial year 2016-17, the Company has, like in
efficient through usage of Variable Frequency Drives 2. Does the Company display product information on the
(VFDs). Our focus on operating efficiencies has led to the We believe in being a good corporate citizen by helping previous years, made significant contributions towards
promotion of education and social good by providing product label, over and above what is mandated as per
Company having one of the lowest specific energy and communities and being instrumental in supporting their
primary healthcare support in the vicinity of its plants. In local laws? Yes/No/N.A./Remarks (additional information).
power consumption metrics in the industry. progress. Towards this objective, we have a well-established
policy framework and implementation mechanism which the area of Education, in the school run by the Company in Yes, we strictly follow all applicable regulations regarding
g) In Chittapur Plant all the electrical drives are of latest
reflects our objective of economic and social development Devapur, both primary and secondary, about 1500 students product labelling. Apart from mandated product
IE3 class having the highest energy efficiency. Most of
to create a positive impact in our neighbouring communities. are studying on an average per year. It has hugely impacted information, the Company displays ISO certification and bag
the plant drives where speed control is necessary are
Beyond constantly creating value through our operations the quality of life of the villagers in the vicinity. manufacturer’s name on the products label. The Company
provided with Variable Frequency Drives so as to optimize
and initiatives, we are committed to the socio-economic also has a website which provides information about its
the electrical energy utilisation. All the raw material and The Company has three full time doctors including a lady
development of communities around us. products benefits.
fuel storage areas are completely covered to prevent dust doctor in the dispensary to treat people from the nearby
and leaching due to rain water which also reduces the The Company has specific programs/ initiatives/ projects in villages. 3. Is there any case filed by any stakeholder against the
energy utilisation. pursuance of its CSR objectives. The Company has adopted a Company regarding unfair trade practices, irresponsible
4. What is your Company’s direct contribution to
h) The Company has installed a sewage treatment plant and CSR policy which has been aligned with the requirements of advertising and/or anti-competitive behavior during the
community development projects- Amount in INR and the
a water treatment plant at Chittapur. the Companies Act, 2013 and our thrust areas are well aligned last five years and pending as on end of financial year? If so,
details of the projects undertaken?
to the schedule VII of section 135 of the Companies Act, 2013. provide details thereof, in about 50 words or so.
6. Are the Emissions/Waste generated by the Company
The Company has carried out CSR Programs in pursuance During the year under review, the Company has spent an
within the permissible limits given by CPCB/SPCB for the There is no case against Orient Cement during last five years,
of inclusive development, primarily focusing on education, amount of H1,129.85 lacs on community development
financial year being reported? relating to unfair trade practices, irresponsible advertising
infrastructure development and healthcare support. Focused projects. The Company has been working for community
and/or anti-competitive behavior as at the end of the financial
Yes, the emissions/ waste generated by the Company are efforts are made in the identified community development development around the Company’s manufacturing locations
year.
within the permissible limits as prescribed by CPCB/ SPCBs areas to achieve the desired outcomes. Orient Cement’s focusing mainly on education, healthcare, sustainable
and are reported. presence has resulted in notable economic improvement of livelihood, social empowerment and infrastructure 4. Did your Company carry out any consumer survey/
the areas where it has its manufacturing plants. Apart from development. consumer satisfaction trends?
7. Number of show cause/legal notices received from CPCB/
SPCB which is pending (i.e. not resolved to satisfaction) as numerous business opportunities that Orient Cement creates 5. Have you taken steps to ensure that this community Customer Satisfaction Surveys are conducted periodically to
on end of financial year. for the local vendors/ suppliers, Orient also undertakes development initiative is successfully adopted by the assess the consumer satisfaction levels. It is usually done by
multiple CSR initiative for the local communities. The focus community? Please explain in 50 words or so. hiring an external agency.
No show cause /legal notice from CPCB / SPCB has been of all such initiatives has been to improve the quality of life of
received by any of the Orient Cement’s manufacturing plants local residents.
during the financial year.
2. Are the programs/ projects undertaken through in-
Principle 7- RESPONSIBLE PUBLIC POLICY house team/own foundation/ external NGO/government
ADVOCACY structures/any other organization?
1. Is your Company a member of any trade and chamber or
Orient Cement has a Board level CSR Committee constituted
association? If yes, name only those major ones that your
under the Companies Act, 2013 which assists the Board
business deals with.
in discharging social responsibilities. It formulates and
The Company is member of Cement Manufacturers monitors implementation framework of “Corporate Social

Independent Auditor’s Report
To
The Members of Orient Cement Limited
Report on the Ind AS Financial Statements of the Ind AS financial statements in accordance with the application with the Central Government for the above controls, refer to our separate Report in “Annexure
We have audited the accompanying Ind AS financial Standards on Auditing, issued by the Institute of Chartered excess remuneration and pending application and receipt 2” to this report;
statements of Orient Cement Limited (“the Company”), Accountants of India, as specified under Section 143(10) of the approval, no adjustment to financial statements have
(g) With respect to the other matters to be included in
which comprise the Balance Sheet as at March 31, 2017, of the Act. Those Standards require that we comply with been made.
the Auditor’s Report in accordance with Rule 11 of
the Statement of Profit and Loss, including the Statement ethical requirements and plan and perform the audit to
Report on Other Legal and Regulatory Requirements the Companies (Audit and Auditors) Rules, 2014, in
of Other Comprehensive Income, the Cash Flow Statement obtain reasonable assurance about whether the financial
1. As required by the Companies (Auditor’s report) Order, our opinion and to the best of our information and
and the Statement of Changes in Equity for the year then statements are free from material misstatement.
2016 (“the Order”) issued by the Central Government according to the explanations given to us:
ended, and a summary of significant accounting policies An audit involves performing procedures to obtain audit of India in terms of sub-section (11) of section 143 of
and other explanatory information. i. The Company has disclosed the impact of
evidence about the amounts and disclosures in the financial the Act, we give in the “Annexure 1”, a statement on the
pending litigations on its financial position in its
Management’s Responsibility for the Financial Statements statements. The procedures selected depend on the matters specified in paragraphs 3 and 4 of the Order.
Ind AS financial statements – Refer Note 36 to
The Company’s Board of Directors is responsible for the auditor’s judgment, including the assessment of the risks
2. As required by section 143 (3) of the Act, we report that: the Ind AS financial statements;
matters stated in Section 134(5) of the Companies Act, 2013 of material misstatement of the Ind AS financial statements,
(“the Act”) with respect to the preparation of these Ind AS whether due to fraud or error. In making those risk (a) We have sought and obtained all the information and ii. The Company did not have any long-term
financial statements that give a true and fair view of the assessments, the auditor considers internal financial control explanations which to the best of our knowledge contracts including derivative contracts for
state of affairs (financial position), profit or loss (financial relevant to the Company’s preparation of the Ind AS financial and belief were necessary for the purpose of our which there were any material foreseeable
performance including other comprehensive income), statements that give a true and fair view in order to design audit; losses.
cash flows and changes in equity of the Company in audit procedures that are appropriate in the circumstances.
(b) In our opinion, proper books of account as required iii. There were no amounts which were required
accordance with accounting principles generally accepted An audit also includes evaluating the appropriateness of
by law have been kept by the Company so far as it to be transferred to the Investor Education and
in India, including the Indian Accounting Standards (Ind AS) accounting policies used and the reasonableness of the
appears from our examination of those books; Protection Fund by the Company.
specified under section 133 of the Act., read with Rule 3 of accounting estimates made by the Company’s Directors,
the Companies (Indian Accounting Standards) Rules, 2015 as well as evaluating the overall presentation of the Ind AS (c) The Balance Sheet, Statement of Profit and Loss iv. The Company has provided requisite
and Companies (Indian Accounting Standards) Amendment financial statements. We believe that the audit evidence we including the Statement of Other Comprehensive disclosures in Note 10 to these Ind AS financial
Rules, 2016. This responsibility also includes maintenance have obtained is sufficient and appropriate to provide a basis Income, the Cash Flow Statement and Statement statements as to the holding of Specified Bank
of adequate accounting records in accordance with the for our audit opinion on the Ind AS financial statements. of Changes in Equity dealt with by this Report are in Notes on November 8, 2016 and December
provisions of the Act for safeguarding of the assets of the agreement with the books of account; 30, 2016 as well as dealings in Specified Bank
Opinion
Company and for preventing and detecting frauds and Notes during the period from November 8,
In our opinion and to the best of our information and (d) In our opinion, the aforesaid Ind AS financial
other irregularities; selection and application of appropriate 2016 to December 30, 2016. However, as
according to the explanations given to us, the Ind AS statements comply with the Accounting Standards
accounting policies; making judgments and estimates that stated in Note 10 to the financial statements,
financial statements give the information required by the specified under section 133 of the Act, read with
are reasonable and prudent; and the design, implementation amounts aggregating H0.80 lacs as represented
Act in the manner so required and give a true and fair view Rule 3 of the Companies (Indian Accounting
and maintenance of adequate internal financial control to us by the management has been received
in conformity with the accounting principles generally Standards) Rules, 2015 and Companies (Indian
that were operating effectively for ensuring the accuracy from transactions (from employees) which are
accepted in India, of the state of affairs of the Company as Accounting Standards) Amendment Rules, 2016;
and completeness of the accounting records, relevant to not permitted.
at March 31, 2017, its loss including other comprehensive
(e) On the basis of written representations received
the preparation and presentation of the Ind AS financial income, its cash flows and the changes in equity for the year For S.R. Batliboi & Co. LLP
from the directors as on March 31, 2017, and taken
statements that give a true and fair view and are free from ended on that date. Chartered Accountants
on record by the Board of Directors, none of the
material misstatement, whether due to fraud or error. ICAI Firm Registration Number: 301003E/E300005
Emphasis of Matter directors is disqualified as on March 31, 2017, from
Auditor’s Responsibility Without qualifying our audit opinion, we draw attention to being appointed as a director in terms of section
Our responsibility is to express an opinion on these Ind AS Note 38 to the financial statements regarding remuneration 164 (2) of the Act;
financial statements based on our audit. We have taken paid / provided to the Managing Director of the Company
(f) With respect to the adequacy of the internal per Sanjay Kumar Agarwal
into account the provisions of the Act, the accounting and during the year ended March 31, 2017 which has exceeded
financial controls over financial reporting of the Place: New Delhi Partner
auditing standards and matters which are required to be the limit prescribed under Section 197 read with Schedule V
Company and the operating effectiveness of such Date: 5th May, 2017 Membership No.: 060352
included in the audit report under the provisions of the Act to the Companies Act, 2013, by H444.99 lacs. As informed
and the Rules made thereunder. We conducted our audit to us, the Company is in the process of filing waiver
132 Annual Report 2016-17 Orient Cement Limited 133

Annexure 1 Referred to in Paragraph 1 under the Heading “Report on
other Legal and Regulatory Requirements” of Our Report of even date
to the Members of Orient Cement Limited as at and for the year ended
March 31, 2017
(i) (a) The Company has maintained proper records (vi) We have broadly reviewed the books of account (viii)
According to information and explanations given are not applicable to the Company and hence not
showing full particulars, including quantitative maintained by the Company pursuant to the rules made by the management, we are of the opinion that the commented upon.
details and situation of fixed assets. by the Central Government for the maintenance of cost Company has not defaulted in repayment of dues to
(xiii) According to the information and explanations given
records under section 148(1) of the Companies Act, banks or government. The Company did not have any
(b) All fixed assets have not been physically verified by the management, transactions with the related
2013, related to the manufacture of cement, and are of outstanding dues in respect of a financial institutions or
by the management during the year but there is parties are in compliance with section 177 and 188 of
the opinion that prima facie, the specified accounts and debenture holders during the year.
a regular programme of verification once in three Companies Act, 2013 where applicable and the details
records have been made and maintained. We have not,
years which, in our opinion, is reasonable having (ix) According to the information and explanations given have been disclosed in the notes to the financial
however, made a detailed examination of the same.
regard to the size of the Company and the nature of by the management, term loans were applied for statements, as required by the applicable accounting
its assets. No material discrepancies were noticed (vii) (a) Undisputed statutory dues including provident fund, the purpose for which the loans were obtained. The standards.
on such verification. employees’ state insurance, income-tax, sales-tax, Company has not raised any money way of initial public
(xiv) According to the information and explanations given to
service tax, duty of custom, duty of excise, value offer / further public offer / debt instruments during the
us and on an overall examination of the balance sheet,
(c) According to information and explanations given added tax, cess and other material statutory dues year.
the Company has not made any preferential allotment or
by the management, the title deeds of immovable have generally been regularly deposited with the
(x) Based upon the audit procedures performed for the private placement of shares or fully or partly convertible
properties, included in fixed assets, are held in appropriate authorities.
purpose of reporting the true and fair view of the debentures during the year under review and hence not
the name of the Company except title deeds for
(b) According to the information and explanations given financial statements and according to the information commented upon.
land (23 cases) aggregating to H410.03 lacs as on
to us, no undisputed dues in respect of provident and explanations given by the management, we report
March 31, 2017 which are still held in the name of (xv) According to information and explanations given by
fund, employees’ state insurance, income-tax, that no fraud by the Company or on the Company by
demerged Company and yet to be transferred in the management, the Company has not entered into
service tax, sales-tax, duty of custom, duty of excise, the officers and employees of the Company has been
the Company’s name. any non-cash transactions with directors or persons
value added tax, cess and other material statutory noticed or reported during the year.
connected with him.
(ii) The management has conducted physical verification of dues were outstanding, at the year end, for a period
(xi) According to the information and explanations given by
inventory at reasonable intervals during the year and no of more than six months from the date they became (xvi) According to the information and explanations given to
the management, we report that the remuneration paid
material discrepancies were noticed on such physical payable. us, the provisions of section 45-IA of the Reserve Bank
/ provided to the Managing Director of the Company
verification. of India Act, 1934 are not applicable to the Company.
(c) According to the records of the Company, the dues during the year ended March 31, 2017 is in excess of the
(iii) According to the information and explanations given to outstanding of income-tax, sales-tax, service tax, limits prescribed under Section 197 read with Schedule
us, the Company has not granted any loans, secured duty on custom, duty of excise and value added tax V to the Companies Act, 2013, by H444.99 lacs. As
or unsecured, to companies, firms, limited liability on account of any dispute, are as follows: informed to us by the management, the Company is in
For S.R. Batliboi & Co. LLP
partnerships or other parties covered in the register the process of filing waiver application with the Central
Name of the Nature of dues Amount Period to Forum where Chartered Accountants
maintained under section 189 of the Companies Act, statute (H in lacs) which the dispute is Government for the above excess remuneration and
ICAI Firm Registration Number: 301003E/E300005
2013. Accordingly, the provisions of clause 3(iii)(a), (b)
amount relates pending pending such approval, no steps have been taken by
(Financial Year)
and (c) of the Order are not applicable to the Company the Company for securing refund of the above excess
Central Disallowance of 736.80 April 2003 to Commissioner
and hence not commented upon. Excise and Cenvat Credit November (Appeals) /
remuneration. Our report includes an Emphasis of
Customs on input and 2015 CESTAT Matter in this respect.
per Sanjay Kumar Agarwal
(iv) In our opinion and according to the information and Act, 1944 capital goods
A. P. Sales Demand on 211.47 1983-84 to Commissioner
(xii) In our opinion, the Company is not a nidhi company. Place: New Delhi Partner
explanations given to us, there are no loans, investments,
Tax / A. P. second sales 2004-05 / Appellate Dy. Therefore, the provisions of clause 3(xii) of the order Date: 5th May, 2017 Membership No.: 060352
guarantees and securities granted in respect of which VAT Act and freight Commissioner
provisions of section 185 and 186 of the Companies Act / Central charges realised / Sales tax
2013 are applicable and hence not commented upon. Sales Tax separately by Appellate
Act, 1956 raising debit Tribunal / High
invoices and Court
(v) The Company has not accepted any deposits within
other matters
the meaning of Sections 73 to 76 of the Act and the Tamil Nadu Non- 53.83 1996-97, Joint
Companies (Acceptance of Deposits) Rules, 2014 (as / Karnataka / submission of 2004-05 and Commissioner
amended). Accordingly, the provisions of clause 3(v) of Maharashtra forms, penalty, 2008-09
VAT Act etc.
the Order are not applicable.

Annexure 2 To the Independent Auditor’s Report of even date on the
Financial Statements of Orient Cement Limted
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial Our audit involves performing procedures to obtain audit Inherent Limitations of Internal Financial Controls over based on the internal control over financial reporting criteria
reporting of Orient Cement Limited (“the Company”) as of evidence about the adequacy of the internal financial Financial Reporting established by the Company considering the essential
March 31, 2017 in conjunction with our audit of the financial controls system over financial reporting and their operating Because of the inherent limitations of internal financial components of internal control stated in the Guidance
statements of the Company for the year ended on that date. effectiveness. Our audit of internal financial controls over controls over financial reporting, including the possibility Note on Audit of Internal Financial Controls Over Financial
financial reporting included obtaining an understanding of of collusion or improper management override of controls, Reporting issued by the Institute of Chartered Accountants
Management’s Responsibility for Internal Financial
internal financial controls over financial reporting, assessing material misstatements due to error or fraud may occur and of India.
Controls
the risk that a material weakness exists, and testing and not be detected. Also, projections of any evaluation of the
The Company’s Management is responsible for establishing
evaluating the design and operating effectiveness of internal financial controls over financial reporting to future
and maintaining internal financial controls based on the
internal control based on the assessed risk. The procedures periods are subject to the risk that the internal financial
internal control over financial reporting criteria established For S.R. Batliboi & Co. LLP
selected depend on the auditor’s judgement, including the control over financial reporting may become inadequate
by the Company considering the essential components of Chartered Accountants
assessment of the risks of material misstatement of the because of changes in conditions, or that the degree of
internal control stated in the Guidance Note on Audit of ICAI Firm Registration Number: 301003E/E300005
financial statements, whether due to fraud or error. compliance with the policies or procedures may deteriorate.
Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India. These We believe that the audit evidence we have obtained is Opinion
responsibilities include the design, implementation and sufficient and appropriate to provide a basis for our audit In our opinion, the Company has, in all material respects,
maintenance of adequate internal financial controls that opinion on the internal financial controls system over an adequate internal financial controls system over financial per Sanjay Kumar Agarwal
were operating effectively for ensuring the orderly and financial reporting. reporting and such internal financial controls over financial Place: New Delhi Partner
efficient conduct of its business, including adherence to reporting were operating effectively as at March 31, 2017, Date: 5th May, 2017 Membership No.: 060352
Meaning of Internal Financial Controls over Financial
the Company’s policies, the safeguarding of its assets, the
Reporting
prevention and detection of frauds and errors, the accuracy
A company's internal financial control over financial reporting
and completeness of the accounting records, and the timely
is a process designed to provide reasonable assurance
preparation of reliable financial information, as required
regarding the reliability of financial reporting and the
under the Companies Act, 2013.
preparation of financial statements for external purposes in
Auditor’s Responsibility accordance with generally accepted accounting principles.
Our responsibility is to express an opinion on the Company's A company's internal financial control over financial
internal financial controls over financial reporting based reporting includes those policies and procedures that (1)
on our audit. We conducted our audit in accordance with pertain to the maintenance of records that, in reasonable
the Guidance Note on Audit of Internal Financial Controls detail, accurately and fairly reflect the transactions and
Over Financial Reporting (the “Guidance Note”) and the dispositions of the assets of the company; (2) provide
Standards on Auditing as specified under section 143(10) reasonable assurance that transactions are recorded as
of the Companies Act, 2013, to the extent applicable to an necessary to permit preparation of financial statements in
audit of internal financial controls and, both issued by the accordance with generally accepted accounting principles,
Institute of Chartered Accountants of India. Those Standards and that receipts and expenditures of the company are
and the Guidance Note require that we comply with ethical being made only in accordance with authorisations of
requirements and plan and perform the audit to obtain management and directors of the company; and (3) provide
reasonable assurance about whether adequate internal reasonable assurance regarding prevention or timely
financial controls over financial reporting was established detection of unauthorised acquisition, use, or disposition of
and maintained and if such controls operated effectively in the company's assets that could have a material effect on
all material respects. the financial statements.

Balance Sheet Statement of Profit & Loss
as at 31st March, 2017 for the year ended 31st March, 2017
(H in Lacs) (H in Lacs)
Particulars Note No. 31st March 2017 31st March 2016 1st April 2015
Particulars Note No. 31st March 2017 31st March 2016
I) ASSETS
1) NON-CURRENT ASSETS I) INCOME
a) Property, plant and equipment 3 2,23,042.14 2,13,808.99 79,606.43 Revenue from operations 22 2,17,127.81 1,69,163.28
b) Capital work-in-progress 9,810.97 23,937.49 1,31,616.83
c) Intangible assets 4 6,521.90 6,843.89 594.70 Other income 23 1,227.74 755.40
d) Intangible assets under development - - 332.51 Total income (I) 2,18,355.55 1,69,918.68
e) Financial assets
II) EXPENSES
(i) Loans 5 12.74 11.91 8.76
(ii) Other financial assets 6 379.52 115.89 84.61 Cost of raw materials consumed 24 26,460.78 21,074.92
f) Other assets 7 3,435.74 2,330.96 5,070.93 (Increase)/ decrease in inventories of finished goods and work in progress 25 908.59 (190.90)
(A) 2,43,203.01 2,47,049.13 2,17,314.77
2) CURRENT ASSETS Excise duty on sale of goods 29,613.80 22,920.47
a) Inventories 8 14,665.99 13,504.24 10,509.18 Employee benefits expense 26 12,128.59 8,978.23
b) Financial assets Finance costs 27 13,533.51 5,444.22
(i) Trade receivables 9 10,553.14 9,209.08 8,242.07
(ii) Cash and cash equivalents 10 6,292.01 3,620.23 4,126.65 Depreciation and amortisation expenses 28 12,153.59 7,781.79
(iii) Bank balances other than (ii) above 11 1,962.49 156.55 144.03 Other expenses 29 1,30,204.75 97,824.59
(iv) Loans 5 0.82 0.93 3.19
(v) Other financial assets 6 2,651.15 2,294.16 1,827.48 Total expenses (II) 2,25,003.61 1,63,833.32
c) Current tax assets (net) 12 263.04 591.79 531.71 III) Profit/(loss) before tax (I)-(II) (6,648.06) 6,085.36
d) Other assets 7 8,837.39 13,208.60 13,307.67 IV) Tax Expense 17
(B) 45,226.03 42,585.58 38,691.98
TOTAL ASSETS (A)+(B) 2,88,429.04 2,89,634.71 2,56,006.75 (1) Current Tax - 1,309.86
(2) MAT Credit - (1,286.25)
II) EQUITY AND LIABILITIES
(3) Deferred Tax (3,438.21) (174.31)
1) EQUITY
a) Equity share capital 13 2,048.69 2,048.69 2,048.69 (3,438.21) (150.70)
b) Other equity 14 96,669.46 1,01,958.15 97,901.69
TOTAL EQUITY (C) 98,718.15 1,04,006.84 99,950.38
LIABILITIES V) Profit /(Loss) for the year (III)-(IV) (3,209.85) 6,236.06
2) NON-CURRENT LIABILITIES VI) Other Comprehensive Income
a) Financial Liabilities
Other comprehensive income not to be reclassified to profit or loss in
(i) Borrowings 15 1,18,849.02 1,23,927.82 1,05,946.72
b) Long term provisions 16 5,041.45 5,479.88 1,428.17 subsequent periods
c) Deferred tax liabilities (net) 17 7,495.42 10,990.05 12,471.12 Re-Measurement gains/(losses) on defined benefit plans (163.03) (59.26)
(D) 1,31,385.89 1,40,397.75 1,19,846.01 Income tax effect 56.42 20.51
3) CURRENT LIABILITIES
a) Financial Liabilities Other Comprehensive Income, net of tax (106.61) (38.75)
(i) Borrowings 15 10,000.00 4,567.96 4,041.10 VII) Total Comprehensive Income for the year (V)+(VI) (3,316.46) 6,197.31
(ii) Trade Payables 18 23,697.89 19,430.77 11,029.53
(iii) Other current financial liabilities 19 16,682.57 14,521.22 17,156.79
b) Other current liabilities 20 5,837.38 5,114.42 3,228.36 Earnings per share:
c) Provisions 16 2,063.56 1,313.81 492.47 (1) Basic (1.57) 3.04
d) Current tax liabilities (net) 21 43.60 281.94 262.11
(E) 58,325.00 45,230.12 36,210.36 (2) Diluted (1.57) 3.04
TOTAL LIABILITIES (F) (D)+(E) 1,89,710.89 1,85,627.87 1,56,056.37 Significant accounting policies 2
TOTAL EQUITY AND LIABILITIES (C)+(F) 2,88,429.04 2,89,634.71 2,56,006.75
Significant accounting policies 2
The accompanying notes are an integral part of the financial statements. The accompanying notes are an integral part of the financial statements.
As per our report of the even date. As per our report of the even date.
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Firm registration number:301003E/E300005 Firm registration number:301003E/E300005
Chartered Accountants Chartered Accountants
CK. Birla D.D. Khetrapal CK. Birla D.D. Khetrapal
Chairman Managing Director & CEO Chairman Managing Director & CEO
(DIN 00118473) (DIN 02362633) (DIN 00118473) (DIN 02362633)
per Sanjay Kumar Agarwal per Sanjay Kumar Agarwal
Partner Partner
Membership No.: 060352 Membership No.: 060352
S. Gupta D. Gulati S. Gupta D. Gulati
Place: New Delhi Chief Financial Officer Company Secretary Place: New Delhi Chief Financial Officer Company Secretary
Date: 5th May, 2017 (FCA 044924) (FCS 5304) Date: 5th May, 2017 (FCA 044924) (FCS 5304)

Cash Flow Statement Cash Flow Statement (contd.)
for the year ended 31st March, 2017 for the year ended 31st March, 2017
31st March 2017 31st March 2016 31st March 2017 31st March 2016
(A) OPERATING ACTIVITIES : (C) FINANCING ACTIVITIES :
Profit before tax (6,648.06) 6,085.36 Proceeds from long term borrowings - 17,905.04
Adjustments to reconcile profit before tax to net cash flows : Repayment of long term borrowings (8.37) (116.60)
Depreciation and Amortisation expenses 12,153.59 7,781.79 Movement in short term borrowings (net) 5,432.04 526.86
Finance costs 13,533.51 5,444.22 Interest paid (13,763.96) (6,016.57)
(Profit)/Loss on sale/discard of fixed assets (net) 86.35 (0.46) Dividends Paid (including dividend distribution tax) (2,453.64) (2,455.07)
Bad debts / advances written off (net of reversals) 2.44 2.45 NET CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES (10,793.93) 9,843.66
Provision for doubtful debts & advances 22.29 5.36 NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) 2,671.78 (506.42)
Provision for mining restoration costs - 6.22 Cash & Cash Equivalents at the beginning of the year 3,620.23 4,126.65
Unspent liabilities and unclaimed balances adjusted (839.84) (432.62) Cash & Cash Equivalents at the end of the year 6,292.01 3,620.23
Employee stock option scheme 493.52 324.90
Interest Income on debts, deposits, advances (218.71) (137.57)

The accompanying notes are an integral part of the financial statements.
Working Capital Adjustments : As per our report of the even date.
Increase in trade payable and other liabilities 6,781.35 12,286.55 For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Firm registration number:301003E/E300005
Increase/(Decrease) in provisions 148.28 (361.54) Chartered Accountants
CK. Birla D.D. Khetrapal
Increase in inventories (1,161.75) (2,995.06) Chairman Managing Director & CEO
(DIN 00118473) (DIN 02362633)
Decrease in trade receivables and other assets 1,433.88 134.74 per Sanjay Kumar Agarwal
Partner
CASH GENERATED FROM OPERATIONS: 25,786.85 28,144.34
Membership No.: 060352
Income tax (paid) / refund [net] 90.40 (1,350.11) S. Gupta D. Gulati
Place: New Delhi Chief Financial Officer Company Secretary
NET CASH FLOWS FROM OPERATING ACTIVITIES 25,877.25 26,794.23 Date: 5th May, 2017 (FCA 044924) (FCS 5304)
(B) INVESTING ACTIVITIES :
Purchase of Property, plant and equipment and Intangibles (including (10,701.61) (37,219.79)
work in progress)
Proceeds from sale of Property, plant and equipment 88.53 17.14
Payments for term deposits with banks (2,120.82) (1.84)
Proceeds from maturity of term deposits with banks 70.00 -
Interest Received 252.36 60.18
NET CASH FLOWS USED IN INVESTING ACTIVITIES (12,411.54) (37,144.31)

Statement of Changes in Equity Notes to the financial statements
for the year ended 31st March 2017 as at and for the year ended 31st March 2017
A) Equity Share Capital
1 CORPORATE INFORMATION
No. in Lacs H in Lacs
Orient Cement Limited (“the Company”) is a public company domiciled in India and is incorporated under the provisions of
Equity Shares of H1 each issued, subscribed and fully paid
the Companies Act applicable in India. Its shares are listed on National and Bombay Stock exchanges in India. The cement
At 1st April, 2015 2,048.69 2,048.69
undertaking of Orient Paper & Industries Limited (OPIL) had been transferred to the Company on a going concern basis w.e.f.
At 31st March, 2016 2,048.69 2,048.69
1st April, 2012, pursuant to the scheme of arrangement approved by the Hon'ble Orissa High Court.
At 31st March, 2017 2,048.69 2,048.69
The Company is primarily engaged in the manufacture and sale of Cement and its manufacturing facilities at present are
B) Other Equity located at Devapur in Telangana, Chittapur in Karnataka and Jalgaon in Maharashtra. The Company's new green field
(H in Lacs) integrated cement plant at Chittapur in Karnataka had commenced commercial production w.e.f. 26th September 2015 in
Particulars Reserves and Surplus Total the previous year.
General Reserve Employee Retained 2 BASIS OF PREPARATION
Stock Options Earnings
Outstanding The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (“Ind AS”)
As at 1st April, 2015 71,056.95 - 26,844.74 97,901.69 notified under the Companies (Indian Accounting Standards) Rules, 2015.
Profit for the year - - 6,236.06 6,236.06 For all periods up to and including the year ended 31 March 2016, the Company prepared its financial statements in accordance
Other comprehensive income - - (38.75) (38.75) with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the
Total comprehensive income 71,056.95 - 33,042.05 1,04,099.00 Companies (Accounts) Rules, 2014 (“Indian GAAP”). These financial statements for the year ended 31 March 2017 are the first
Share based payments (note 33) - 324.90 - 324.90 financial statements, the Company has prepared in accordance with Ind AS.
Dividend - - 2,048.69 2,048.69
Dividend Distribution Tax - - 417.06 417.06 2.1 Summary of Significant Accounting Policies
As at 31st March, 2016 71,056.95 324.90 30,576.30 1,01,958.15 (a) Property, plant and equipment
The Company regards the Previous GAAP carrying value for all of its property, plant and equipment as deemed cost at
Profit / (Loss) for the year - - (3,209.85) (3,209.85) the transition date, viz., 1 April 2015.
Other comprehensive income - - (106.61) (106.61) Capital work in progress, plant and equipment is stated at cost, net of accumulated depreciation and accumulated
Total comprehensive income 71,056.95 324.90 27,259.84 98,641.69 impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs
Share based payments (note 33) - 493.52 - 493.52 for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment
Dividend - - 2,048.69 2,048.69 are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives.
Dividend Distribution Tax - - 417.06 417.06 Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment
As at 31st March, 2017 71,056.95 818.42 24,794.09 96,669.46 as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the
Statement of Profit and Loss as incurred. The present value of the expected cost for the decommissioning of an asset
As per our report of the even date. after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.
Land and buildings are measured at cost less accumulated depreciation on buildings and impairment losses, if any.
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Firm registration number:301003E/E300005 An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or
Chartered Accountants when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of
CK. Birla D.D. Khetrapal
the asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and
Chairman Managing Director & CEO
(DIN 00118473) (DIN 02362633) are recognized in the Statement of Profit and Loss when the asset is derecognized.
per Sanjay Kumar Agarwal Depreciation is provided under straight line basis using the estimated useful lives of the assets as follows -
Partner
Membership No.: 060352 Class of Asset Useful Lives estimated by the management
S. Gupta D. Gulati Factory Buildings 30 years
Place: New Delhi Chief Financial Officer Company Secretary Non-Factory Buildings 5 to 60 years
Date: 5th May, 2017 (FCA 044924) (FCS 5304) Railway Sidings 15 years
Plant and equipment 5 to 40 years
Furniture & Fixtures 8 to 10 years
Computers 3 years
Office Equipment 5 years
Vehicles 10 years

Notes to the financial statements (Contd.) Notes to the financial statements (Contd.)
as at and for the year ended 31st March 2017 as at and for the year ended 31st March 2017
Depreciation on fixed assets added / disposed-off during the year is provided on pro-rata basis with reference to the date certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter
of addition/disposal. The management has estimated, supported by technical assessment by experts, the useful lives of of the estimated useful life of the asset and the lease term.
certain plant and equipment as 10 to 20 years. These lives are lower than those indicated in Schedule II to the Companies
Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over
Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the
the lease term.
period over which the assets are likely to be used.
Where the Company is the lessor
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate. Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified
as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is
(b) Intangible assets
recognized in the Statement of Profit and Loss on a straight-line basis over the lease term. Costs, including depreciation,
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
are recognized as an expense in the Statement of Profit and Loss.
assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated
intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the
Statement of Profit and Loss in the year in which the expenditure is incurred. Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic
The useful lives of intangible assets are assessed as either finite or indefinite.
rate of return on the net investment outstanding in respect of the lease.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there
(d) Borrowing costs
is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the borrowings and
intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected
exchange differences to the extent they are regarded as an adjustment to the interest cost.
useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to
modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial
period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually
are expensed in the year they occur.
or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the
indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective (e) Impairment of non-financial assets
basis. The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value
proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss.
less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset
A summary of the policies applied to the Company’s intangible assets is, as follows: does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the
Class of Intangible Asset Useful Lives estimated by the management Amortisation method used carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written
Specialized Software 3 years Amortised on a straight-line basis over the down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present
period of the Agreement value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no
Mining Rights 10 to 50 years Amortised on a straight-line basis over the
such transactions can be identified, an appropriate valuation model is used.
period of the Licence / Agreement
(c) Leases The Company bases its impairment calculation on detailed budgets and forecast calculations which are prepared
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at separately for each of the Company’s cash-generating units to which the individual assets are allocated. Impairment
the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit and Loss.
use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not For assets, an assessment is made at each reporting date to determine whether there is an indication that previously
explicitly specified in an arrangement. recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the
A lease is classified at the inception date as a finance lease or an operating lease. asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change
in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised.
Where the Company is lessee The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the
A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the
finance lease. Finance leases are capitalised at the commencement of the lease at the inception date fair value of the asset in prior years. Such reversal is recognised in the Statement of Profit and Loss.
leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when
between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining circumstances indicate that the carrying value may be impaired.
balance of the liability. A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. Sale of goods
Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been
(f) Government grants
passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the fair value of the
Grants and subsidies from the government are recognized when there is reasonable assurance that (i) the Company will
consideration received or receivable, net of returns and allowances, trade discounts and volume rebates.
comply with the conditions attached to them, and (ii) the grant/subsidy will be received.
Sale of power
When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the Statement of Profit
Revenue from sale of power is recognised when delivered and is measured based on rates as per bilateral contractual
and Loss over the periods necessary to match them with the related costs, which they are intended to compensate.
agreements with buyers / at rate arrived at based on the principles laid down under the relevant tariff regulations as
Where the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the
notified by the regulatory bodies, as applicable.
related asset.
(i) Foreign currency transactions and balances
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts
The financial statements are presented in INR, which is the Company’s functional currency.
and released to the Statement of Profit and Loss over the expected useful life in a pattern of consumption of the benefit
of the underlying asset i.e. by equal annual instalments. When loans or similar assistance are provided by governments Foreign currency transactions are initially recorded at functional currency spot rates at the date the transaction first
or related institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest qualifies for recognition.
is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the
Foreign currency monetary items are translated using the functional currency spot rates prevailing at the reporting date.
government grant is measured as the difference between the initial carrying value of the loan and the proceeds received.
Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
The loan is subsequently measured as per the accounting policy applicable to financial liabilities in respect of loans /
using the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other
assistances received subsequent to the date of transition.
similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value
(g) Inventories was determined.
Raw materials and stores and spares are valued at lower of cost and net realizable value. However, materials and other
Exchange differences arising on the settlement or translation of monetary items are recognized in the Statement of Profit
items held for use in the production of inventories are not written down below cost if the finished products in which they
and Loss in the period in which they arise.
will be incorporated are expected to be sold at or above cost. Cost of raw materials and stores and spares is determined
on moving weighted average method. (j) Retirement and other employee benefits
Retirement benefit in the form of Provident Fund and Superannuation Schemes are defined contribution schemes. The
Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials
Company has no obligation, other than the contribution payable to the respective funds. The Company recognizes
and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods
contribution payable to the provident fund scheme as an expenditure, when an employee renders the related service.
includes excise duty and is determined on annual weighted average basis.
If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution
Saleable scrap, whose cost is not identifiable, is valued at net realisable value. already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid.
If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future
and estimated costs necessary to make the sale.
payment or a cash refund.
(h) Revenue recognition
Gratuity liability is funded defined benefit obligation and is provided for on the basis of actuarial valuation done on
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
projected unit credit method at the balance sheet date.
revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of the
consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
duties collected on behalf of the government. The Company has concluded that it is the “principal” in all of its revenue in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest
arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit
to inventory and credit risks. to retained earnings through Other Comprehensive Income in the period in which they occur. Re-measurements are not
reclassified to profit or loss in subsequent periods.
Based on the Educational Material on Ind AS 18 issued by the ICAI, the Company considers that recovery of excise duty
flows to the Company on its own account. This is for the reason that it is a liability of the manufacturer which forms part The Company treats accumulated leaves expected to be carried forward beyond twelve months, as long term employee
of the cost of production, irrespective of whether the goods are sold or not. Since the recovery of excise duty flows to benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial
the Company on its own account, revenue includes excise duty. However, Sales tax/ value added tax (VAT) is not received valuation using the projected unit credit method at the end of each financial year. The Company presents the leave as
by the Company on its own account. It is collected on behalf of the government and accordingly, it is excluded from current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement beyond
revenue. 12 months after the reporting date. Where the Company has unconditional legal and contractual right to defer the
settlement for the period beyond 12 months, the same is presented as non-current liability. Actuarial gains/losses are
The following specific recognition criteria must also be met before revenue is recognized:
immediately taken to the Statement of Profit and Loss and are not deferred.

(k) Income taxes For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all
to or recovered from the taxation authorities. The tax rates and tax laws used to compute the amount are those that dilutive potential equity shares.
are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised outside
(n) Provisions
Statement of Profit and Loss is recognised outside Statement of Profit and Loss (either in other comprehensive income
A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an
or in equity). Management periodically evaluates positions taken in the tax returns with respect to situations in which
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used,
and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax is measured using the tax the increase in the provision due to the passage of time is recognised as a finance cost. These estimates are reviewed at
rates and the tax laws enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised each reporting date and adjusted to reflect the current best estimates.
outside Statement of Profit and Loss is recognised outside Statement of Profit and Loss (either in other comprehensive
(o) Contingent liabilities
income or in equity).
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
differences, and the carry forward of unused tax credits and unused tax losses can be utilised. because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence
in the financial statements.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. (p) Cash and cash equivalents
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three
become probable that future taxable profits will allow the deferred tax asset to be recovered. months or less, which are subject to an insignificant risk of changes in value.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company (q) Employee stock options
recognizes MAT credit available as deferred tax asset only to the extent it is probable that sufficient taxable profit will be Certain employees of the Company receive remuneration in the form of share-based payments, whereby employees
available to allow all or part of MAT credit to be utilised during the specified period, i.e., the period for which such credit render services as consideration for equity instruments (equity-settled transactions).
is allowed to be utilised.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
(l) Segment reporting appropriate valuation model. The cost is recognised, together with a corresponding increase in reserves, over the period
Identification of segments in which the performance and/or service conditions are fulfilled in employee benefits expense.
The Company’s operating businesses are organized and managed separately according to the nature of products and
Service and non-market performance conditions are not taken into account when determining the grant date fair value
services provided, with each segment representing a strategic business unit that offers different products and serves
of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the
different markets. The analysis of geographical segments is based on the areas in which the customers of the Company
number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date
are located.
fair value.
Allocation of common costs
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the
Common allocable costs are allocated to each segment on a case to case basis applying the ratio, appropriate to each
terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any
relevant case. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segment on a
modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the
reasonable basis, are included under the head “Unallocated”.
employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any
Unallocated items remaining element of the fair value of the award is expensed immediately through profit or loss.
Unallocated items include general corporate income and expense items which are not allocated to any business
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings
segment.
per share.
Segment accounting policies
(r) Excise Duty & Custom Duty
The Company prepares its segment information in conformity with the accounting policies adopted for preparing and
Excise duty on Finished goods stock lying at the factories is accounted for at the point of manufacture of goods and
presenting the financial statements of the Company as a whole.
accordingly, is considered for valuation of finished goods stock lying in the factories as on the Balance Sheet date.
(m) Earnings Per Share Similarly, customs duty on imported materials in transit / lying in bonded warehouse is accounted for at the time of
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by import / bonding of materials. Excise duty is included in the revenue and is shown as expense.
the weighted average number of equity shares outstanding during the year.

(s) Financial instruments Subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity Loans and borrowings
instrument of another entity. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
EIR method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised.
Financial assets
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
Initial recognition and measurement
integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through
profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
Subsequent measurement
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
Subsequent measurement of financial assets is described below -
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
Debt instruments at amortised cost
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in
A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met: the Statement of Profit and Loss.
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest
rate (EIR) method.
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are
classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other
comprehensive income, subsequent changes in the fair value. The Company makes such election on an instrument-by-
instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to the Statement of Profit
and Loss, even on sale of investment.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit and Loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the Company’s balance sheet) when:
∞ The rights to receive cash flows from the asset have expired, or
∞ The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
(a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.

3 PROPERTY, PLANT AND EQUIPMENT (H in Lacs) 4 INTANGIBLE ASSETS

(H in Lacs)
Freehold Factory Non- Railway Plant and Furniture Office Vehicles Computers Total
Land Buildings Factory Sidings equipment and Equipments Computer Mining Total
(a)&(b) Buildings fixtures software Rights
Cost Gross block
At 1st April 2015 (Refer 13,141.10 1,514.38 3,066.09 515.15 60,172.86 471.58 122.68 309.47 293.12 79,606.43 At 1st April 2015 (Refer note a) - 594.70 594.70
note c) Additions 577.99 6,073.45 6,651.44
Additions 754.59 3,417.06 8,037.46 - 1,28,812.91 179.51 53.31 28.82 363.28 1,41,646.94 At 31st March 2016 577.99 6,668.15 7,246.14
Disposals - - - - - 3.59 0.34 12.60 0.15 16.68 Additions 76.46 53.49 129.95
At 31st March 2016 13,895.69 4,931.44 11,103.55 515.15 1,88,985.77 647.50 175.65 325.69 656.25 2,21,236.69 At 31st March 2017 654.45 6,721.64 7,376.09
Additions 274.44 1,447.46 3,696.83 - 15,372.05 105.59 26.63 55.65 131.03 21,109.68 Amortization
Disposals - - - - 156.31 7.48 0.20 11.91 - 175.90 Charge for the year (2015-2016) 146.70 255.55 402.25
At 31st March 2017 14,170.13 6,378.90 14,800.38 515.15 2,04,201.51 745.61 202.08 369.43 787.28 2,42,170.47 At 31st March 2016 146.70 255.55 402.25
Depreciation Charge for the year 198.74 253.20 451.94
Charge for the year (2015- - 144.74 537.29 149.79 6,128.00 173.62 39.24 75.87 179.15 7,427.70 At 31st March 2017 345.44 508.75 854.19
2016) Net book value
At 31st March 2016 - 144.74 537.29 149.79 6,128.00 173.62 39.24 75.87 179.15 7,427.70 At 31st March 2017 309.01 6,212.89 6,521.90
Charge for the year - 186.08 870.04 21.47 10,176.33 156.45 41.57 63.77 185.94 11,701.65 At 31st March 2016 431.29 6,412.60 6,843.89
Disposals - - - - 0.29 0.69 0.04 - - 1.02 At 1st April 2015 - 594.70 594.70
At 31st March 2017 - 330.82 1,407.33 171.26 16,304.04 329.38 80.77 139.64 365.09 19,128.33 a. For Intangible assets existing on 1st April 2015 i.e its date of transition to Ind AS, the Company has used previous GAAP
Net book value values as deemed cost. Subsequent measurement is at cost.
At 31st March 2017 14,170.13 6,048.08 13,393.05 343.89 1,87,897.47 416.23 121.31 229.79 422.19 2,23,042.14
The accumulated depreciation netted of as on 1st April 2015 is as below.
At 31st March 2016 13,895.69 4,786.70 10,566.26 365.36 1,82,857.77 473.88 136.41 249.82 477.10 2,13,808.99
(H in Lacs)
At 1st April 2015 13,141.10 1,514.38 3,066.09 515.15 60,172.86 471.58 122.68 309.47 293.12 79,606.43
Computer Mining Total
a. Includes H1,027.68 lacs (31st March 2016: H1,015.68 lacs, 1st April 2015: H940.76 lacs) the mutation whereof in the software Rights
Company's name is pending. Gross block 27.03 1,314.60 1,341.63
Accumulated amortization 27.03 719.90 746.93
b. Includes H410.03 lacs (31st March 2016: H410.03 lacs, 1st April 2015: H172.19 lacs) which are still in the name of demerged
Net block - 594.70 594.70
company and yet to be transferred in the Company's name.
c. For Property, plant and equipment existing on 1st April 2015 i.e its date of transition to Ind AS, the Company has used Notes to 3 & 4 - During the year, the Company has capitalised the following expenses to cost of Property, plant and
previous GAAP values as deemed cost. Subsequent measurement is at cost. equipment / capital work-in-progress
(H in Lacs)
The accumulated depreciation netted of as on 1st April 2015 is as below. 31st March 2017 31st March 2016 1st April 2015
a) Pre-Operative & Trial Run Expenses:
(H in Lacs)
Rent & Hire Charges - 76.29
Freehold Factory Non- Railway Plant and Furniture Office Vehicles Computers Total
Land Buildings Factory Sidings equipment and Equipments
Salary & Wages 494.79 1,068.35
Buildings fixtures Contribution to Provident & Other Funds 10.06 60.46
Gross block 13,141.10 2,465.66 4,169.64 2,313.56 1,06,228.02 1,001.13 226.56 607.10 723.71 1,30,876.48 Gratuity - 18.92
Employees Welfare Expenses - 54.97
Accumulated depreciation - 951.28 1,103.55 1,798.41 46,055.16 529.55 103.88 297.63 430.59 51,270.05
Consultancy charges 26.08 280.16
Net block 13,141.10 1,514.38 3,066.09 515.15 60,172.86 471.58 122.68 309.47 293.12 79,606.43
Insurance - 100.07
d. For charge created on Property, plant and equipment of the Company towards borrowings, refer note 15. Interest 297.53 6,716.37
Other Borrowing cost - 44.04
Depreciation - 48.16
Mining lease renewal - 35.69
Power & Fuel - 80.49
Miscellaneous Expenses 82.42 1,167.80
910.88 9,751.77
b) Add:Balance brought forward from previous year 4,262.48 8,922.89
c) Less: Allocated to Fixed Assets / Capital work-in-progress 4,429.91 14,412.18
during the year
d) Balance pending allocation included in Capital work-in- 743.45 4,262.48 8,922.89
progress (a+b-c)

5 LOANS (H in Lacs)
(H in Lacs) 31st March 2017 31st March 2016 1st April 2015
31st March 2017 31st March 2016 1st April 2015 Advance recoverable in cash or kind
At amortised Cost Considered good 22.34 22.34 26.27
Non-current Considered doubtful 25.65 25.65 25.65
Unsecured, considered good 47.99 47.99 51.92
Loans to employees 12.74 11.91 8.76 Less : Provision for doubtful advances 25.65 25.65 25.65
(C) 22.34 22.34 26.27
12.74 11.91 8.76
Balances with excise, customs, port trusts and other - - 513.21
Current
government authorities
Unsecured, considered good
Deposits against demand under dispute 1,416.93 485.30 467.29
Loans to employees 0.82 0.93 3.19
Prepaid expenses 150.61 118.72 125.23
0.82 0.93 3.19 (D) 1,567.54 604.02 1,105.73
Total Loans 13.56 12.84 11.95 Total (A+B+C+D) 3,435.74 2,330.96 5,070.93
Current
6 OTHER FINANCIAL ASSETS Unsecured, considered good, except where otherwise stated
(H in Lacs) Advance to suppliers / service providers
31st March 2017 31st March 2016 1st April 2015 Considered good 5,054.45 4,043.65 3,130.45
Non-current Prepaid expenses 344.09 189.51 244.57
Deposit with original maturity for more than 12 months 262.66 5.66 5.66 Balances with excise, customs, port trusts and other government 3,344.21 8,767.50 8,991.11
Security deposits 116.86 110.23 78.02 authorities
Claims / refunds recoverable 94.64 207.94 889.20
Interest accrued on loans, deposits etc. - - 0.93
Trade & other deposits - - 52.34
379.52 115.89 84.61
8,837.39 13,208.60 13,307.67
Current
Total other assets 12,273.13 15,539.56 18,378.60
Interest accrued on loans, deposits etc. 101.27 134.92 56.60
Claims & refunds receivable 2,549.88 2,159.24 1,770.88
8 INVENTORIES
2,651.15 2,294.16 1,827.48
(H in Lacs)
Total 3,030.67 2,410.05 1,912.09
31st March 2017 31st March 2016 1st April 2015
Valued at Lower of Cost and Net Realisable Value
7 OTHER ASSETS
Raw materials 1,542.78 850.60 375.16
(H in Lacs)
Work-in-progress 1,434.18 1,640.22 1,874.95
Finished goods 733.11 1,528.05 818.90
Non-current
Stores and spares (refer note a) 10,901.12 9,379.92 7,160.44
Unsecured, considered good, except where otherwise stated
At net realisable value
Capital advances
Scrap 54.80 105.45 279.73
Considered good 212.27 265.93 1,563.27
14,665.99 13,504.24 10,509.18
Considered doubtful 43.27 43.27 43.27
The above includes stock in transit:
255.54 309.20 1,606.54
Raw materials 94.93 - -
Less : Provision for doubtful advances 43.27 43.27 43.27
Work-in-progress 213.94 - 221.23
(A) 212.27 265.93 1,563.27
Stores and spares 778.40 107.87 6.08
Trade & other deposits (B) 1,633.59 1,438.67 2,375.66
1,087.27 107.87 227.31
a. Includes stock of coal and pet coke H3,809.38 lacs (31st March 2016: H4,149.13 lacs, 1st April 2015: H3,454.18 lacs).
b. Inventories are pledged against the borrowings obtained by the Company as referred in note 15.

9 TRADE RECEIVABLES 11 OTHER BANK BALANCES

31st March 2017 31st March 2016 1st April 2015 31st March 2017 31st March 2016 1st April 2015
Secured, considered good 1,111.80 997.01 886.32 On savings bank account 0.11 0.11 0.11
In Post office savings bank account 0.06 0.06 0.06
Unsecured, considered good 9,441.34 8,212.07 7,355.75
On unpaid dividend accounts * 75.73 63.62 52.94
Doubtful 121.78 99.49 94.13
Deposits with original maturity for more than 3 months but less 1,873.75 10.83 10.00
10,674.92 9,308.57 8,336.20
than 12 months
Less : Provision for doubtful debts 121.78 99.49 94.13 Deposits with original maturity for more than 12 months 12.84 81.93 80.92
10,553.14 9,209.08 8,242.07 1,962.49 156.55 144.03
a. Trade receivables are non-interest bearing and are generally on terms of 0 to 90 days.
* earmarked for payment of unpaid dividend only
b. Trade receivables are pledged against the borrowings obtained by the Company as referred in note 15. Receipts/Pass Books for H1,868.17 lacs (31st March 2016: H75.83 lacs) are lodged with Government Departments/Banks as
c. For ageing analysis of trade receivables, refer note 42. security.
10 CASH AND CASH EQUIVALENTS 12 CURRENT TAX ASSETS (NET)

31st March 2017 31st March 2016 1st April 2015 31st March 2017 31st March 2016 1st April 2015
Balances with banks: Advance payment of income tax and tax deducted at source 263.04 591.79 531.71
after adjusting provisions
- On current accounts 6,266.58 3,615.47 3,534.20
263.04 591.79 531.71
Cheques on hand 21.51 - 590.28
Cash on hand 3.92 4.76 2.17
13 EQUITY SHARE CAPITAL
6,292.01 3,620.23 4,126.65
The details of Specified Bank Notes (SBN) held and transacted during the period 08.11.2016 to 30.12.2016 are as below: No. in lacs H in Lacs No. in lacs H in Lacs No. in lacs H in Lacs
(H in Lacs) Authorized share capital 5,000.00 5,000.00 5,000.00 5,000.00 5,000.00 5,000.00
SBNs Other denomination Total
notes Issued, subscribed and fully paid-up 2,048.69 2,048.69 2,048.69 2,048.69 2,048.69 2,048.69
Closing cash in hand as on 08.11.2016 * 7.49 0.48 7.97
(+) Permitted receipts - 11.09 11.09 There is no change in the number of shares in current year and corresponding previous year.
(+) Non-permitted receipts 0.80 - 0.80 a) Terms/ rights attached to equity shares
(-) Permitted payments - 7.66 7.66 The Company has only one class of equity shares having a par value of H1 per share. Each holder of equity shares is
(-) Amount deposited in Banks 8.29 - 8.29 entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the
Closing cash in hand as on 30.12.2016 - 3.91 3.91 Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
* The closing cash in hand as on 08.11.2016 includes H2.79 lacs being amount held by the employees of the Company on In the event of liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the
imprest account on that date. company after distribution of all preferential amounts, in proportion to their shareholding.
During the year ended 31st March 2017, the amount of per share dividend recognised as distribution to equity shareholders
was H1.00 per share (31st March 2016: H1.00 per share).
The Board of Directors, in its meeting on 5th May 2017, have proposed a final dividend of H0.50 per equity share for the
financial year ended 31st March 2017. The proposal is subject to the approval of shareholders at the forthcoming Annual
General Meeting and if approved would result in a cash outflow of approximately H1,232.88 lacs including corporate
dividend tax.

b) Details of shareholders holding more than 5% shares in the Company 15 BORROWINGS

(H in Lacs)
Name of the shareholder 31st March 2017 31st March 2016 1st April 2015
No. in lacs % holding No. in lacs % holding No. in lacs % holding Effective Maturity 31st March 31st March 1st April
in the Class in the Class in the Class Interest rate 2017 2016 2015
Equity shares of H1 each fully paid %
Central India Industries Limited 491.44 23.99 491.44 23.99 491.44 23.99 Non-current borrowings
Shekhavati Investments and Traders 123.21 6.01 123.21 6.01 123.21 6.01 Term loans
Limited From bank
As per records of the Company, including its register of shareholders/members and other declarations received from Secured bank loan 9.65 - 9.99 2017-2031 1,14,544.36 1,19,522.27 1,01,532.79
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. From other parties
Deferred sales tax loan (Unsecured) - 2012-2023 4,304.66 4,405.55 4,413.93
c) Equity shares issued for consideration other than cash during the period of five years immediately preceding the 1,18,849.02 1,23,927.82 1,05,946.72
reporting date:-
(H in Lacs) Current maturity of long term loans
31st March 2017 31st March 2016 1st April 2015 Secured bank loan 4,800.00 - -
Equity shares allotted to the shareholders of the Demerged 2,048.69 2,048.69 2,048.69 Deferred sales tax loan (Unsecured) 100.89 8.37 116.60
Company pursuant to scheme of arrangement 4,900.89 8.37 116.60
Total non-current borrowings 1,23,749.91 1,23,936.19 1,06,063.32
d) For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company, refer note 33. Less : Amount disclosed under the head 4,900.89 8.37 116.60
“other current financial liabilities”
14 OTHER EQUITY
Net non-current borrowings 1,18,849.02 1,23,927.82 1,05,946.72
(H in Lacs)
Current borrowings
Loan repayable on demand
General reserve 71,056.95 71,056.95 71,056.95
Cash credit from a bank (Secured) - 4,567.96 4,041.10
Employee Stock Options Outstanding
Commercial paper (unsecured)
Balance as per last financial statements 324.90 -
From a bank 10,000.00 - -
Add: Charge for the year (note 33) 493.52 324.90
Total current borrowings 10,000.00 4,567.96 4,041.10
818.42 324.90 -
Retained Earnings 1. Term Loans from Banks are secured by way of a first ranking pari passu mortgage on all the immovable properties both
Opening Balance 30,576.30 26,844.74 present and future and first ranking pari passu charge on all the movable fixed assets of Chittapur taluka unit at Gulbarga
District. Further, the above loans are secured by way of a second charge on all the current assets of the above unit.
Add/(Less) : Profit/(Loss) for the year (3,209.85) 6,236.06
Less : Other Comprehensive Income for the year 106.61 38.75 The above loans are repayable in 56 quarterly installments ranging from 1% to 2.5% of the loan amount and repayment
Less : Dividend 2,048.69 2,048.69 starting from 30th June, 2017 and ending on 31st March, 2031. The above loans carry interest @ 9.55% to 9.65% p.a (31st
Less : Dividend distribution tax 417.06 417.06 March, 2016: 9.85% to 10.55%, 1st April 2015: 10.55%).
Closing Balance 24,794.09 30,576.30 26,844.74 2. Deferred sales tax loan is interest free and payable in 26 unequal installments, starting from February, 2012 and ending
Total 96,669.46 1,01,958.15 97,901.69 on January, 2023.
3. Cash credit from a bank is secured by way of first charge on all the stock and book debts of the Company. The cash
credit is repayable on demand and carries interest @ 8.35% to 9.50%p.a.(31st March 2016: 9.50% to 10.70%, 1st April 2015:
10.70% to 10.95%).
4. Commercial papers from a bank are availed for periods ranging from 90 to 180 days and carries interest @ 6.50% to
7.70% p.a.

16 PROVISIONS 17 INCOME TAX

(H in Lacs) Income tax expense in the Statement of Profit and Loss comprises:
31st March 2017 31st March 2016 1st April 2015 (H in Lacs)
Non-current 31st March 2017 31st March 2016
Provision for gratuity (note 32) 1,535.40 1,082.11 1,389.97
Current tax (includes Income tax for earlier years H Nil (31st March 2016 : - 1,309.86
Provision for mining restoration costs 96.58 44.42 38.20
H23.61 lacs))
Provision for rehabilitation & resettlement obligation relating to 3,409.47 4,353.35 -
MAT Credit - (1,286.25)
mines
5,041.45 5,479.88 1,428.17 Deferred tax (3,438.21) (174.31)
Current Income tax expense / (Credit) (3,438.21) (150.70)
Provision for gratuity (note 32) 75.97 66.67 42.38
Entire deferred income tax for the year ended 31st March 2017 and 31st March 2016 relates to origination and reversal of
Provision for leave benefits 545.79 431.38 450.09
temporary differences.
Provision for rehabilitation & resettlement obligation relating to 1,441.80 815.76 -
mines A reconciliation of the income tax provision to the amount computed by applying the statutory income tax rate to the
2,063.56 1,313.81 492.47 income before income taxes is summarized below:
(H in Lacs)
Provision for Mining Restoration Costs 31st March 2017 31st March 2016
The activities of the Company involve mining of land taken under lease. In terms of relevant statutes, the mining areas would Profit / (Loss) before income tax (6,648.06) 6,085.36
require restoration at the end of the mining lease. The future restoration expenses are affected by a number of uncertainties, Enacted tax rates in India 34.61% 34.61%
such as, technology, timing etc. As per the requirement of IND AS 37, the management has estimated such future expenses
Computed expected tax expense (2,300.76) 2,106.02
on best judgment basis and provision thereof has been made in the accounts. The table below gives information about
movement in mining restoration cost provisions. Effect of non-deductible expenses
(H in Lacs) Effect of revision of tax rate - 228.00
CSR expenses disallowed under the Income tax Act, 1961 143.40 121.61
Opening balance 44.42 38.20
Investment allowance under section 32AC (966.35) (2,677.30)
Arisen during the year 47.99 6.22
Utilized - - Difference between tax depreciation and book depreciation estimated to be (385.74) -
Unwinding of discount 4.17 - reversed during tax holiday period
Closing balance 96.58 44.42 38.20 Others 71.24 70.97
Income tax expense (3,438.21) (150.70)
Current - - -
Non-current 96.58 44.42 38.20 The applicable Indian statutory tax rate for fiscal 2017 and fiscal 2016 is 34.61%.
Provision for Rehabilitation & Resettlement obligation relating to mines The tax of significant temporary differences that resulted in deferred income tax assets and liabilities are as follows:
In terms of Environment clearance given by Ministry of Environment, Forest and Climate Change (MOEF) for the Company's (H in Lacs)
integrated plant at Chittapur, Karnataka, the Company is required to spend H7,261.62 lacs on socio economic welfare 31st March 2017 31st March 2016 1st April 2015
measures. As per the requirement of Ind AS 37, provision thereof has been made in the accounts. The table below gives Deferred tax liability
information about movement in rehabilitation & resettlement cost provisions. Fixed assets: Impact of difference between tax depreciation and 34,317.30 26,991.16 13,240.22
(H in Lacs) depreciation/ amortization charged for the financial reporting
31st March 2017 31st March 2016 1st April 2015 Gross deferred tax liability 34,317.30 26,991.16 13,240.22
Opening balance 5,169.11 - Deferred tax asset
Arisen during the year - 5,169.11 Impact of expenditure charged to the Statement of Profit and 1,120.78 542.13 700.69
Utilized 715.48 - Loss in the current year but allowed for tax purposes on payment
Unwinding of discount 397.64 - basis in future years
Closing balance 4,851.27 5,169.11 - Impact of business loss and unabsorbed depreciation 24,335.63 14,101.23 -
Provision for doubtful debts and advances 66.00 58.28 55.42
Current 1,441.80 815.76 - Provision for mining restoration cost 13.22 13.22 12.99
Non-current 3,409.47 4,353.35 - MAT Credit entitlement 1,286.25 1,286.25 -
Gross deferred tax asset 26,821.88 16,001.11 769.10
Net deferred tax liability 7,495.42 10,990.05 12,471.12

18 TRADE PAYABLES 22 REVENUE FROM OPERATIONS

31st March 2017 31st March 2016 1st April 2015 31st March 2017 31st March 2016
Trade payables Revenue from operations
• total outstanding dues of micro enterprises and small 266.55 155.30 163.38
Sale of products (including excise duty)
enterprises (refer note 39 for details of dues to micro and
Finished goods 2,30,158.07 1,79,386.62
small enterprises)
• total outstanding dues of creditors other than micro 23,431.34 19,275.47 10,866.15 Semi-finished goods - 18.44
enterprises and small enterprises 2,30,158.07 1,79,405.06
23,697.89 19,430.77 11,029.53 Less: Cash discount, rebates, incentives etc. 13,498.53 10,976.48
Trade payables are non-interest bearing and normally settled on 0 to 45 day terms. 2,16,659.54 1,68,428.58
Other operating revenue
19 OTHER CURRENT FINANCIAL LIABILITIES Scrap sales 375.26 391.12
(H in Lacs)
Sale of power 93.01 343.58
31st March 2017 31st March 2016 1st April 2015 Revenue from operations (gross) 2,17,127.81 1,69,163.28
Payables against purchase of Property, plant and equipment 3,673.21 7,316.96 10,817.64
Current maturities of Long term loans 4,800.00 - -
23 OTHER INCOME
Current maturities of Deferred sales tax loan 100.89 8.37 116.60 (H in Lacs)
Interest accrued but not due on borrowings 163.07 214.03 817.98 31st March 2017 31st March 2016
Unpaid dividend 75.73 63.62 52.94
Interest income on
Trade & other deposits 7,837.29 6,888.84 5,322.03
Debts, deposits, advances etc. 218.71 137.57
Other miscellaneous 32.38 29.40 29.60
Other non-operating income
16,682.57 14,521.22 17,156.79
Insurance & other claims 16.57 98.90
Rent & hire charges 5.69 5.43
20 OTHER CURRENT LIABILITIES
(H in Lacs) Unspent liabilities and unclaimed balances adjusted 839.84 432.62
31st March 2017 31st March 2016 1st April 2015 Profit on sale of fixed assets (net) - 0.46
Advances from customers 1,381.19 997.61 896.92 Gain on exchange rate fluctuations (net) 34.34 -
Statutory dues payable 4,456.19 4,116.81 2,331.44 Other miscellaneous income 112.59 80.42
5,837.38 5,114.42 3,228.36 1,227.74 755.40
21 CURRENT TAX LIABILITIES (NET) 24 COST OF RAW MATERIALS CONSUMED

31st March 2017 31st March 2016 1st April 2015 31st March 2017 31st March 2016
Provision for Income Tax 43.60 281.94 262.11 Inventory at the beginning of the year 850.60 375.16
43.60 281.94 262.11 Add: Purchases & procurement expenses 27,152.96 21,550.36
28,003.56 21,925.52
Less: Inventory at the end of the year 1,542.78 850.60
26,460.78 21,074.92

25 (INCREASE)/ DECREASE IN INVENTORIES 29 OTHER EXPENSES

31st March 2017 31st March 2016 31st March 2017 31st March 2016
Inventories at the end of the year Royalty and cess 6,147.12 5,111.22
Work-in-progress 1,434.18 1,640.22 Consumption of stores and spares 3,456.74 2,785.05
Handling & other charges to contractors 1,894.83 1,625.43
Finished goods 733.11 1,528.05
Power and fuel 52,638.53 39,844.02
Scrap 54.80 105.45
Packing, Freight and forwarding charges 44,993.58 31,883.57
2,222.09 3,273.72 Rent & hire charges* 1,550.49 1,178.68
Inventories at the beginning of the year Rates and taxes 328.95 82.70
Work-in-progress 1,640.22 1,874.95 Insurance 142.87 164.20
Finished goods 1,528.05 818.90 Repairs and maintenance
Scrap 105.45 279.73 Plant and machinery 7,395.73 5,802.13
3,273.72 2,973.58 Buildings 556.00 449.33
1,051.63 (300.14) CSR expenditure 414.36 351.40
(Increase)/decrease of excise duty on inventory (143.04) 109.24 Advertising and sales promotion 3,511.82 3,118.80
Commission on sales 1,664.24 1,164.82
908.59 (190.90)
Payment to auditor
As Auditor:
26 EMPLOYEE BENEFITS EXPENSE Audit fee 32.50 32.50
(H in Lacs) Limited review 19.50 19.50
31st March 2017 31st March 2016 Tax Audit fee 8.00 8.00
Salaries, wages and bonus 9,769.38 7,215.11 In other capacity:
Contribution to provident and other funds 614.08 421.36 For certificates & other services 10.03 13.50
Reimbursement of expenses 3.36 4.50
Gratuity expense (note 32) 361.81 326.86
Payment to cost auditor 2.23 1.35
Employee Stock Option Scheme 493.52 324.90 Professional & consultancy charges 1,752.15 1,359.51
Staff welfare expenses 889.80 690.00 Director's commission - 60.00
12,128.59 8,978.23 Directors' sitting fees 50.94 36.56
Bad debts / advances written off (net of reversals) 2.44 2.45
Loss on exchange rate fluctuations (net) - 16.28
27 FINANCE COSTS
Turnover tax & entry tax etc. 216.24 150.81
(H in Lacs)
Provision for doubtful debts & advances 22.29 5.36
31st March 2017 31st March 2016
Provision for mining restoration costs - 6.22
Interest on debts and borrowings 12,998.86 5,364.03 Loss on sale/discard of fixed assets (net) 86.35 -
Other borrowing cost 132.84 80.19 Miscellaneous expenses 3,303.46 2,546.70
Total interest expense 13,131.70 5,444.22 1,30,204.75 97,824.59
Unwinding of interest on provisions (note 16) 401.81 -

30 EARNINGS PER SHARE (EPS)
Total finance cost 13,533.51 5,444.22
The following reflects the profit and share data used in the basic and diluted EPS computations:
(H in Lacs)
28 DEPRECIATION AND AMORTIZATION EXPENSES 31st March 2017 31st March 2016
(H in Lacs) Profit / (Loss) after tax (3,209.85) 6,236.06
31st March 2017 31st March 2016 Net Profit for calculation of basic and diluted EPS (3,209.85) 6,236.06
Depreciation of tangible assets (note 3) 11,701.65 7,427.70 Weighted average number of equity shares in calculating basic EPS 2,048.69 2,048.69
Effect of dilution:
Amortization of intangible assets (note 4) 451.94 402.25
Stock option granted under ESOP 2.30 1.47
12,153.59 7,829.95 Weighted average number of equity shares in calculating diluted EPS 2,050.99 2,050.16
Less: Transfer to pre-operative expenses - 48.16 Earnings per equity share [nominal value of share H1]
12,153.59 7,781.79 Basic (1.57) 3.04
Diluted (1.57) 3.04

31 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS Statement of Profit and Loss
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect Net employee benefit expense recognized in the employee cost
the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of (H in Lacs)
Gratuity
contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods.
Service cost 272.27 233.74
There are no significant areas involving a high degree of judgement or complexity. Net Interest cost / (income) on the net defined benefit liability / (asset) 89.54 112.04
Net benefit expense 361.81 345.78
Estimates and assumptions
Actual return on plan assets 60.71 32.87
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have
* Includes HNIL (31st March, 2016 : H18.92 ) capitalised as preoperative expenses (refer note 3 & 4).
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are described below. The Company based its assumptions and estimates on parameters available when the financial
Other comprehensive income
statements were prepared. Existing circumstances and assumptions about future developments, however, may change due (H in Lacs)
to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the Gratuity
assumptions when they occur. 31st March 2017 31st March 2016
Defined benefit plans Actuarial (gains) / losses

The cost of defined benefit gratuity plan and its present value of the obligation are determined using actuarial valuations. - change in demographic assumptions - 9.64
An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These - change in financial assumptions 58.47 -
include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved - experience variance (i.e. Actual experience vs assumptions) 86.79 41.70
in the valuation and its long-term nature, an employee benefit obligation is highly sensitive to changes in these assumptions - others - -
particularly the discount rate and estimate of future salary increase. All assumptions are reviewed at each reporting date. Return on plan assets, excluding amount recognised in net interest expense 17.77 7.92
Components of defined benefit costs recognised in other comprehensive 163.03 59.26
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated income
in India, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in Balance Sheet
response to demographic changes. Future salary increases are based on expected future inflation rates. Benefit asset/ liability
(H in Lacs)
Further details about gratuity obligations are given in Note 32.
Gratuity
Share-based payments 31st March 2017 31st March 2016 1st April 2015
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the most Present value of defined benefit obligation 2,492.38 2,155.69 1,953.85
appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires Fair value of plan assets 881.01 1,006.91 521.50
determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility Net asset / (liability) 1,611.37 1,148.78 1,432.35
and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for
share-based payment transactions are disclosed in Note 33. Changes in the present value of the defined benefit obligation are as follows:
(H in Lacs)
32 GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS Gratuity
The Company has a defined benefit gratuity plan. The gratuity plan is governed by The Payment of Gratuity Act, 1972. Under 31st March 2017 31st March 2016
the act, employee who has completed five years of service is entitled to specific benefit. The scheme is funded with an Opening defined benefit obligation 2,155.69 1,953.85
insurance company in the form of qualifying insurance policy. Current service cost 272.27 233.74
Interest cost 168.02 152.83
The following tables summarize the components of net benefit expense recognized in the Statement of Profit and Loss and
Re-measurement (or Actuarial) (gain) / loss arising from:
the funded status and amounts recognised in the balance sheet for the plan.
- change in demographic assumptions - 9.64
- change in financial assumptions 58.47 -
- experience variance (i.e. Actual experience vs assumptions) 86.79 41.70
Benefits paid (248.86) (236.07)
Closing defined benefit obligation 2,492.38 2,155.69

Changes in the fair value of plan assets are as follows: 33 EMPLOYEE STOCK OPTION SCHEME
(H in Lacs)
The Company provides share-based payment schemes to its employees. The Company had formulated an employee stock
Gratuity
option scheme, namely Employee Stock Option Scheme 2015 (ESOP) during the year ended 31st March 2015 for grant of
ESOP. The relevant details of the scheme and grant are as below:
Opening fair value of plan assets 1,006.91 521.50
Expected return / Investment Income 78.48 40.79 On 8th May 2015, the Board of Directors approved the Employee Stock Option Scheme 2015 for issue of stock options to the
Employers contribution - 671.42 key employees of the Company. According to the scheme, the employee selected by the remuneration committee from time
to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions viz, continuing employment on
Benefits paid (186.61) (218.88)
the rolls of the Company as on 1st April 2015 as well as new employees who replaces the old eligible employee and joins the
Return on plan assets, excluding amount recognised in net interest expense (17.77) (7.92)
employment of the Company before 30th June 2017 and continuing employment till grant date. The other relevant terms
Closing fair value of plan assets 881.01 1,006.91
of the grant are as below:
The Company expects to contribute H400.00 lacs (31st March, 2016 : H374.52 lacs) to gratuity in the next year. 40% vest after 3 years
Vesting Period
60% vest after 4 years
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Exercise Period 4 Years
Investments with insurer 100% 100%
Expected Life 5.6 Years
The principal assumptions used in determining gratuity obligations for the company's plans are shown below: Exercise Price (H) 135
Market price as on 4th August, 2015 (H) 183.25
Discount rate 7.50% 7.80%
The details of the activity under the scheme are as below:
Expected rate of return on assets 7.55% 8.00%
No. of Options
Future salary increases: 7.00% 7.00%
Mortality Rate (% of IALM 06-08) 100% 100%
Outstanding at the beginning of the year 16,48,900 -
Granted during the year - 16,48,900
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
Outstanding at the end of the year 16,48,900 16,48,900
other relevant factors, such as supply and demand in the employment market.
Exercisable at the end of the year - -
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to
the period over which the obligation is to be settled. The weighted average remaining contractual life for the stock options outstanding as at 31st March 2017 is 3.93 years (31st
Defined Contribution Plan: March 2016 4.93 years).
(H in Lacs)
The weighted average fair value of the stock options granted was H105.64. The Black Scholes valuation model has been used
for computing the weighted average fair value considering the following inputs:
Contribution to Provident / Pension Funds 503.89 402.73
Contribution to Superannuation Fund 93.56 64.52 31st March 2017 31st March 2016
* 597.45 * 467.25 Dividend yield (%) 0.96% 0.96%

Expected volatility 44.90% 44.90%
* Includes H10.06 lacs (31st March, 2016 : H60.46 lacs) capitalised as preoperative expenses (refer note 3 & 4).
Risk-free Interest rate 8% 8%
Assumptions Sensitivity analysis for significant assumptions is as below: Weighted average share price (H) 183.50 183.50
(H in Lacs)
Exercise price (H) 135 135
Assumptions Expected life of options granted in years 5.6 5.6
Discount Rate Discount Rate
Sensitivity level
1% increase 1% decrease 1% increase 1% decrease The expected life of the stock is based on current expectations and is not necessarily indicative of exercise patterns that may
(Decrease)/Increase in gratuity defined benefit obligation (186.30) 214.76 (144.42) 165.55 occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options
is indicative of future trends, which may also not necessarily be the actual outcome.
(H in Lacs)
Assumptions Future salary increase
Sensitivity level 1% increase 1% decrease
(Decrease)/Increase in gratuity defined benefit obligation 213.46 (188.76)

34 LEASES Related party transactions

Operating lease: Company as lessee The details of related parties transactions entered into by the Company for the year ended 31st March 2017 and 31st March
2016, and the details of amounts due to or due from related parties as at 31st March 2017, 31st March 2016 and 1 st April 2015
Certain office premises, equipments, depots etc are obtained by the Company on operating lease. The lease term is for
are as follows:
1-3 years and renewable for further period either mutually or at the option of the Company. Lease agreements have price
escalation clauses. The rent is not based on any contingencies. There are no restrictions imposed by lease arrangements. Remuneration to key managerial personnel
(H in Lacs)
The leases are cancelable.
(H in Lacs) Year Ended Transaction during Amount owed to
31st March 2017 31st March 2016 the period related parties
Lease payments made for the year 1,550.49 1,178.68 Sitting fees and Commission to Non-Executive Directors 31-Mar-17 50.50 -
31-Mar-16 96.00 59.50
35 CAPITAL AND OTHER COMMITMENTS 1-Apr-15 25.00
Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances) H765.44 Managing Director & CEO
lacs (31st March 2016: H2,519.56 lacs, 1st April 2015: H16,414.46 lacs). Salary, bonus and contribution to PF 31-Mar-17 659.68 121.50
Share based payment 31-Mar-17 248.99 -
36 CONTINGENT LIABILITIES
Salary, bonus and contribution to PF 31-Mar-16 524.09 99.00
(H in Lacs)
Share based payment 31-Mar-16 163.92 -
Salary, bonus and contribution to PF 1-Apr-15 75.00
(a) Demands/claims by various Government authorities and others not
acknowledged as debts and contested/to be contested by the Company: Chief Financial Officer
Excise Duty 822.54 3,808.80 Salary, bonus and contribution to PF 31-Mar-17 158.22 29.01
Sales Tax 549.55 549.55 Share based payment 31-Mar-17 51.99 -
Income Tax 98.94 98.94 Salary, bonus and contribution to PF 31-Mar-16 137.59 24.00
Escot Charges 20,488.99 17,546.60 Share based payment 31-Mar-16 34.23 -
Others (including power fuel surcharge adjustment, electricity duty and 4,461.49 2,639.04 Salary, bonus and contribution to PF 1-Apr-15 15.72
towards certain vendors and employees) Company Secretary
26,421.51 24,642.93 Salary, bonus and contribution to PF 31-Mar-17 19.62 1.50
* Based on discussions with the solicitors/ favorable decisions in similar cases/legal opinions taken by the Company, Salary, bonus and contribution to PF 31-Mar-16 15.53 0.80
the management believes that the Company has a good chance of success in above-mentioned cases and hence, no Salary, bonus and contribution to PF 1-Apr-15 1.16
provision there against is considered necessary. The timing of outflow of resources in not ascertainable.
Note: The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave
benefits, as they are determined on an actuarial basis for the Company as a whole.
37 RELATED PARTY DISCLOSURES
List of related parties
Remuneration paid to the Managing Director & CEO of the Company during the financial year ended March 31, 2017
List of key management personnel 38.
has exceeded the limit prescribed under Section 197 read with Schedule V of the Companies Act, 2013.
Chairman and Non-Executive Director Mr. CK. Birla The Company is in the process of applying to Central Government for waiver of excess remuneration amounting to
Managing Director & CEO Mr. D.D. Khetrapal H444.99 lacs paid to the Managing Director & CEO of the Company during the financial year 2016-17.
Other Non-Executive Directors Mrs. Amita Birla
Mr. Rajeev Jhawar
Mr. V.K. Dhall
Mr. R. Jhunjhunwala
Mr. Janat Shah
Mr. Swapan Dasgupta
Chief Financial Officer Mr. Sushil Gupta
Company Secretary Mrs. Deepanjali Gulati

39 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006 Market risk
(H in Lacs) Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
31st March 2017 31st March 2016 prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as commodity price
The principal amount and the interest due thereon remaining unpaid to any risk and equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings,
supplier as at the end of each accounting year etc.
Principal amount due to micro and small enterprises 266.55 155.30 Interest rate risk
Interest due on above - - The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations
266.55 155.30 with floating interest rates.
The amount of interest paid by the buyer in terms of section 16 of the MSMED - - Interest rate sensitivity
Act 2006 along with the amounts of the payment made to the supplier beyond The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
the appointed day during each accounting year borrowings. With all other variables held constant, the Company's profit before tax is affected through the impact on floating
The amount of interest due and payable for the period of delay in making - - rate borrowings, as follows.
payment (which have been paid but beyond the appointed day during the year) (H in Lacs)
but without adding the interest specified under the MSMED Act 2006. Increase/ decrease Effect on
The amount of interest accrued and remaining unpaid at the end of each - - in basis points profit before tax
accounting period 31 March 2017 INR 50 basis points 584.78
The amount of further interest remaining due and payable even in the - - 31 March 2016 INR 50 basis points 201.86
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible Foreign currency risk
expenditure under section 23 of the MSMED Act 2006 Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. However, the Company’s exposure to the risk of changes in foreign exchange rates are not significant
40. The management has considered that the Company has a single reportable segment based on nature of products, as detailed below:
(H in Lacs)
production process, regulatory environment, customers and distribution methods.
Further, the Company is engaged in single product line of manufacturing and selling cement and its customers and Currency 31st March 2017 31st March 2016
non-current assets are located in India only. Retention payable (Unhedged) USD 13.94 14.26
13.94 14.26
41. Figures for the year ended 31st March, 2017 are inclusive of figures pertaining to the Company's plant at Chittapur,
Karnataka which had commenced commercial production with effect from 26th September, 2015 and hence are not Credit risk
comparable with the figures of corresponding year ended 31st March, 2016. Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).
42 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Trade receivables

The Company’s financial liabilities comprise loans and borrowings, security deposits, and trade and other payables. The main Customer credit risk is managed by the respective department subject to Company's established policy, procedures and
purpose of these financial liabilities is to finance the Company’s operations. The Company’s financial assets include trade and control relating to customer credit risk management. Credit quality of a customer is assessed based on individual credit limits
other receivables, cash and cash equivalents. as defined by the Company. Outstanding customer receivables are regularly monitored.
The Company is exposed to market risk, credit risk and liquidity risk. The Company has a Risk management policy and its An impairment analysis is performed at each reporting date on an individual basis. The calculation is based on historical data
management is supported by a Risk management committee that advises on risks and the appropriate financial risk governance of credit losses.
framework for the Company. The Risk management committee provides assurance to the Company’s management that the
The ageing analysis of the receivables (gross of provision) has been considered from the date the invoice falls due.
Company’s risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured
(H in Lacs)
and managed in accordance with the Company’s policies and risk objectives. The Board of Directors reviews and agrees
Trade Receivable < 30 days 031 - 090 Days 91 to 180 days > 180 days Total
policies for managing each of these risks, which are summarised below.
Mar-17 6,099.14 3,144.00 527.00 783.00 10,553.14
Mar-16 6,191.83 2,182.48 485.06 349.71 9,209.08
Mar-15 6,236.06 1,569.29 225.81 210.91 8,242.07

Liquidity risk Amendment to Ind AS 7:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations or at a reasonable price. The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate
The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes,
processes and policies related to such risks are overseen by senior management. Management monitors the Company's net suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising
liquidity position through rolling forecasts on the basis of expected cash flows. from financing activities, to meet the disclosure requirement.
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash Amendment to Ind AS 102:
credits, bank loans among others. The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-
settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies that the fair value of
Maturity profile of Financial liabilities
cash-settled awards is determined on a basis consistent with that used for equity-settled awards. Market-based performance
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date
conditions and non-vesting conditions are reflected in the ‘fair values’, but non-market performance conditions and service
based on contractual undiscounted payments.
vesting conditions are reflected in the estimate of the number of awards expected to vest. Also, the amendment clarifies that
(H in Lacs)
if the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an
Financial Liabilities 0-1 year 2-5 year 5-10 year Above 10 years Total
equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification.
Mar-17
Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated
Borrowings * 21,345.23 66,957.16 90,941.07 45,723.57 2,24,967.03
as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement.
Trade Payables 23,697.89 - - - 23,697.89
Other current financial liabilities 16,682.57 - - - 16,682.57 The company will adopt these amendments from their applicability date.
Total 61,725.69 66,957.16 90,941.07 45,723.57 2,65,347.49
45 FAIR VALUE
Mar-16 The fair value of the financial assets and liabilities approximates their carrying amounts as at the balance sheet date.
Borrowings * 17,227.96 1,00,521.25 68,736.57 - 1,86,485.78
Trade Payables 19,430.77 - - - 19,430.77 46 FIRST-TIME ADOPTION OF IND AS
Other current financial liabilities 14,521.22 - - - 14,521.22 These financial statements, for the year ended 31 March 2017, are the first financial statements, the Company has prepared in
Total 51,179.95 1,00,521.25 68,736.57 - 2,20,437.77 accordance with Ind AS. For periods upto and including the year ended 31 March 2016, the Company prepared its financial
statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together
Mar-15 with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).
Borrowings * 14,802.10 74,645.63 83,330.53 - 1,72,778.26 Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on
Trade Payables 11,029.53 - - - 11,029.53 31 March 2017, together with the comparative periods data as at and for the year ended 31 March 2016, as described in the
Other current financial liabilities 17,156.79 - - - 17,156.79 summary of significant accounting policies. In preparing these financial statements, the Company's opening balance sheet is
Total 42,988.42 74,645.63 83,330.53 - 2,00,964.58 prepared as at 1st April 2015, the Company's date of transition to Ind AS. This note explains the principal adjustments made
* including future interest by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1st April 2015 and the
financial statements as at and for the year ended 31 March 2016.
43 CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves Exemptions applied
attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirement under Ind
value and keep the debt equity ratio within acceptable range. AS. The Company has applied the following exemption:
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the • Since there is no change in the functional currency, the Company has elected to continue with the carrying value for all
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend of its property, plant and equipment as recognised in its Indian GAAP financial as deemed cost at the transition date.
payment to shareholders, return capital to shareholders and issue new shares. • The Company has not applied Ind AS 20 "Accounting for Govt. Grants and Disclosure of Govt. Assistance" retrospectively
and has used its previous GAAP carrying amount of deferred sales tax loan at the date of transition to Ind AS as carrying
44 STANDARDS ISSUED BUT NOT EFFECTIVE amount on deferred sales tax loan in the balancesheet as at 1st April 2015.
The amendments to standards that are issued, but not yet effective, up to date of issuance of the Company's financial
statements are disclosed below.
In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules,
2017, notifying amendments to Ind AS 7, ‘Statement of cash flows’ and Ind AS 102, ‘Share-based payment'. The amendments
are applicable to the Company from April 1, 2017.

Reconciliation of Equity as at 1st April, 2015 and 31st March, 2016 Reconciliation of Statement of Profit & Loss for the year ended 31st March, 2016
Particulars Footnote 31st March 2016 1st April 2015 Particulars Footnote 31st March 2016
Ref. No Previous Adjustments Ind AS Previous Adjustments Ind AS Ref. No Previous GAAP Adjustments Ind AS
GAAP GAAP
I) INCOME
I) ASSETS
Revenue from operations d(iii), h 1,50,919.00 18,244.28 1,69,163.28
1) NON-CURRENT ASSETS
Other income 755.40 - 755.40
a) Property, plant and equipment a 2,13,217.27 591.72 2,13,808.99 79,219.33 387.10 79,606.43
Total income (I) 1,51,674.40 18,244.28 1,69,918.68
b) Capital work-in-progress e 23,912.69 24.80 23,937.49 1,31,605.29 11.54 1,31,616.83
II) EXPENSES
c) Intangible assets g 1,752.47 5,091.42 6,843.89 594.70 - 594.70
d) Intangible assets under development - - - 332.51 - 332.51
Cost of raw materials consumed 21,074.92 - 21,074.92
e) Financial assets (Increase)/ decrease in inventories of finished goods and work in progress (190.90) - (190.90)
(i) Loans 11.91 - 11.91 8.76 - 8.76 Excise duty on sale of goods h - 22,920.47 22,920.47
(ii) Other financial assets 115.89 - 115.89 84.61 - 84.61 Employee benefits expense d (ii) 9,037.49 (59.26) 8,978.23
f) Other assets e 2,769.80 (438.84) 2,330.96 5,499.70 (428.77) 5,070.93 Finance costs e 5,436.27 7.95 5,444.22
(A) 2,41,780.03 5,269.10 2,47,049.13 2,17,344.90 (30.13) 2,17,314.77 Depreciation and amortisation expenses a, g 7,632.81 148.98 7,781.79
2) CURRENT ASSETS Other expenses a, d (iii) 1,02,662.19 (4,837.60) 97,824.59
a) Inventories a 14,100.02 (595.78) 13,504.24 10,990.49 (481.31) 10,509.18 Total expenses (II) 1,45,652.78 18,180.54 1,63,833.32
b) Financial assets III) Profit/(loss) before tax (I)-(II) 6,021.62 63.74 6,085.36
(i) Trade receivables 9,209.08 - 9,209.08 8,242.07 - 8,242.07 IV) Tax Expense
(ii) Cash and cash equivalents 3,620.23 - 3,620.23 4,126.65 - 4,126.65
(1) Current Tax 1,309.86 - 1,309.86
(iii) Bank balances other than (ii) above 156.55 - 156.55 144.03 - 144.03
(2) MAT Credit (1,286.25) - (1,286.25)
(iv)
Loans 0.93 - 0.93 3.19 - 3.19
(3) Deferred Tax c (226.00) 51.69 (174.31)
(v) Other financial assets 2,294.16 - 2,294.16 1,827.48 - 1,827.48
(202.39) 51.69 (150.70)
c) Current tax assets (net) 591.79 - 591.79 531.71 - 531.71
V) Profit /(Loss) for the year (III)-(IV) 6,224.01 12.05 6,236.06
d) Other assets c, e 14,564.05 (1,355.45) 13,208.60 13,357.67 (50.00) 13,307.67
VI) Other Comprehensive Income
(B) 44,536.81 (1,951.23) 42,585.58 39,223.29 (531.31) 38,691.98
TOTAL ASSETS (A)+(B) 2,86,316.84 3,317.87 2,89,634.71 2,56,568.19 (561.44) 2,56,006.75 Other comprehensive income not to be reclassified to profit or
loss in subsequent periods
II) EQUITY AND LIABILITIES
Re-Measurement gains/(losses) on defined benefit plans d(ii) - (59.26) (59.26)
1) EQUITY
a) Equity Share Capital 2,048.69 - 2,048.69 2,048.69 - 2,048.69
Income tax effect c - 20.51 20.51
b) Other Equity a, b, c 99,581.29 2,376.86 1,01,958.15 95,505.58 2,396.11 97,901.69 Other Comprehensive Income, net of tax - (38.75) (38.75)
TOTAL EQUITY (C) 1,01,629.98 2,376.86 1,04,006.84 97,554.27 2,396.11 99,950.38 VII) Total Comprehensive Income for the year (V)+(VI) 6,224.01 (26.70) 6,197.31
LIABILITIES
2) NON-CURRENT LIABILITIES
(i) Borrowings e 1,24,403.06 (475.24) 1,23,927.82 1,06,413.93 (467.21) 1,05,946.72
b) Long term provisions g 1,126.53 4,353.35 5,479.88 1,428.17 - 1,428.17
c) Deferred tax liabilities (net) c 12,277.15 (1,287.10) 10,990.05 12,503.15 (32.03) 12,471.12
(D) 1,37,806.74 2,591.01 1,40,397.75 1,20,345.25 (499.24) 1,19,846.01
3) CURRENT LIABILITIES
(i) Borrowings 4,567.96 - 4,567.96 4,041.10 - 4,041.10
(ii) Trade Payables 19,430.77 - 19,430.77 11,029.53 - 11,029.53
(iii) Other current financial liabilities 14,521.22 - 14,521.22 17,156.79 - 17,156.79
b) Other current liabilities 5,114.42 - 5,114.42 3,228.36 - 3,228.36
c) Provisions b, g 2,963.81 (1,650.00) 1,313.81 2,950.78 (2,458.31) 492.47
d) Current tax liabilities (net) 281.94 - 281.94 262.11 - 262.11
(E) 46,880.12 (1,650.00) 45,230.12 38,668.67 (2,458.31) 36,210.36
TOTAL LIABILITIES (F) (D)+(E) 1,84,686.86 941.01 1,85,627.87 1,59,013.92 (2,957.55) 1,56,056.37
TOTAL EQUITY AND LIABILITIES (C)+(F) 2,86,316.84 3,317.87 2,89,634.71 2,56,568.19 (561.44) 2,56,006.75

A) Footnotes to the reconciliation of Equity as at 1st April 2015 and 31st March 2016 and Statement of Profit and Loss for g. Intangible assets
the year ended 31st March 2016 As per the requirements of Ind AS 38, the Company has capitalised H5,169.12 lacs (present value) being the cost of
socio economic welfare expenditure and provision thereof has been made in the accounts. For more information,
a. Depreciation of Property, plant and equipment
refer note 16.
Ind AS 16 requires tangible items that are held for use in the production or supply of goods or services, for rental to
others, or for administrative purposes; and are expected to be used during more than one period, to be classified as h. Sale of Goods
property, plant and equipment. Accordingly, items such as spare parts, stand-by equipment and servicing equipment Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes
are capitalized when they meet the definition of property, plant and equipment, i.e., if the company intends to use excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit and loss as an
these during more than one period. Otherwise, such items are classified as inventory. At the date of transition to expense.
Ind AS, an increase of H387.09 lacs was recognised as on 1st April 2015 in property, plant and equipment net of
accumulated depreciation due to recognition of spare and other items as property, plant and equipment. For the
year ended on 31st March 2016, increase in depreciation was charged in the statement of profit and loss H71.33 lacs. As per our report of the even date.
b. Dividend For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Firm registration number:301003E/E300005
Under Indian GAAP, proposed dividends including Dividend Distribution Taxes (DDT) are recognised as a liability in the
Chartered Accountants
period to which they relate, irrespective of when they are approved by the shareholders. Under Ind AS, a proposed CK. Birla D.D. Khetrapal
dividend is recognised as a liability in the period in which it is declared by the company (usually when approved by Chairman Managing Director & CEO
shareholders in a general meeting) or paid. (DIN 00118473) (DIN 02362633)
per Sanjay Kumar Agarwal
In case of the Company, the declaration of dividend occurs after period end. Therefore, the liability recorded for Partner
dividend has been derecognised against retained earnings on 1st April 2015 and recognised in year ended 31st March Membership No.: 060352
2016. The proposed dividend for the year ended on 31st March 2016, recognized under Indian GAAP was reduced S. Gupta D. Gulati
from other payables and with a corresponding impact in the retained earnings. Place: New Delhi Chief Financial Officer Company Secretary
Date: 5th May, 2017 (FCA 044924) (FCS 5304)
c. Deferred tax
The various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in
correlation to the underlying transaction either in retained earnings or a separate component of equity. On the date
of transition, the net impact on deferred tax liabilities is H32.03 lacs.
d. Re-classifications
The Company has made following reclassification as per the requirements of Ind-AS:
i) Assets / liabilities which do not meet the definition of financial asset / financial liability have been reclassified to
other asset / liability.
ii) Re-Measurement gains/(losses) on defined benefit plans on long term employee benefit plans are re-classified
from profit and loss to OCI.
iii) Non-cash incentives considered as separate performance obligations are netted off with revenue under Ind AS.
However, under IGAAP the same was classified under 'Other Expenses'.
e. Borrowings
Under Indian GAAP, transaction costs incurred in connection with borrowings are amortised upfront and charged to
profit or loss for the period. Under Ind AS, transaction costs are included in the initial recognition amount of financial
liability and charged to profit or loss using the effective interest method.
f. Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it
has reconciled Indian GAAP profit to profit as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total
comprehensive income as per Ind AS.

Notes Orient Cement Limited
CIN:L26940OR2011PLC013933
Tel: 0674-2396930 I Fax No. 0674-2396364
Tel: 011-42092100, 011-42092190
Attendance Slip
Registered Folio no./ DP ID & Client ID :
Number of shares held
I hereby record my presence at the 6th Annual General Meeting of the Company on Saturday, 23rd day of September, 2017 at
2:00 P.M. at Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar, Odisha-751 012.
--------------------------------------------- -----------------------------------------
Name of the member/proxy Signature of the member/ proxy
(in BLOCK letters)
Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring
their copies of the Annual Report at the Annual General Meeting.
CIN:L26940OR2011PLC013933
Tel: 0674-2396930 I Fax No. 0674-2396364
Tel: 011-42092100, 011-42092190
Proxy Form
(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)
of the Companies (Management and Administration) Rules, 2014)
Name of the Member(s): ..........................................................................................................................................................................................

Registered Address of the member(s): .................................................................................................................................................................
E-mail ID: .................................................................................. Folio No./DP ID & Client ID: .............................................................

I/We, being member(s) of ............................................................................. equity shares of Orient Cement Limited, hereby appoint
1. Name: …….......................................................................…………………….......................................................................……………….........................
Address: ………….......................................................................………………………………….......................................................................………………...
E-mail Id: ……………………......…………........................................……………………………...........……………………………...........…………………………….............
Signature: …………….............................................................……......................................................................................….., or failing him/her
2. Name: …….......................................................................…………………….......................................................................……………….........................
Address: ………….......................................................................………………………………….......................................................................………………...
E-mail Id: ……………………......…………........................................……………………………...........……………………………...........…………………………….............
Signature: …………….............................................................……......................................................................................….., or failing him/her
3. Name: …….......................................................................…………………….......................................................................……………….........................
Address: ………….......................................................................………………………………….......................................................................………………...
E-mail Id: ……………………......…………........................................……………………………...........……………………………...........…………………………….............
Signature: …………….............................................................……..............................................................................................…............................
as my/ our proxy to attend and vote (on a poll) for me/ us and my/ our behalf at the 6th Annual general meeting of the
Company, to be held at Unit VIII, Plot No. 7, Bhoinagar, Bhubaneshwar, Odisha-751 012, on Saturday, 23rd day of September,
2017 at 2:00 P.M. and at any adjournment thereof in respect of such resolutions as are indicated overleaf:
Resolution Description Vote(Optional see Note 3)
No. (Please mention no. of shares)
For Against Abstain
Ordinary business
1. To receive, consider and adopt the Financial Statements of the Company for
the financial year ended 31st March, 2017
2. To declare final dividend
3. To appoint a director in place of Mr. Chandrakant Birla (DIN 00118473), who
retires by rotation and being eligible, seeks re-appointment Route Map of the AGM Venue
4. To ratify the appointment of Statutory Auditors
Special business
5. To appoint Mr. I.Y.R. Krishna Rao (DIN 00481367) as an Independent Director
6. To waive the recovery of excess remuneration paid to Mr. Desh Deepak
Khetrapal, Managing Director & CEO (DIN 02362633) of the Company for the
financial year 2016-17
7. To approve the terms of remuneration of Mr. Desh Deepak Khetrapal,
Managing Director & CEO (DIN 02362633)
8. To approve conversion of loan into equity
9. To approve paying commission to directors
10. To approve increasing the borrowing limits
11. To approve creation of Charges/ Mortgages on the movable and immovable
properties of the Company, both present and future, in respect of borrowings
12. To fix the remuneration of Mr. Somnath Mukherjee, Cost Auditor of the
Company
13. To approve raising of funds through issuance of securities.
Signed this…..............… day of……...........................… 2017
Affix
revenue stamp
--------------------------------------------- -----------------------------------------
Signature of the member Signature of Proxy holder(s)
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the meeting.
2. The holder may vote either for or against each resolution.
3. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions,
your proxy will be entitled to vote in the manner as he/ she may deem appropriate.
CIN : L26940OR2011PLC013933
Birla Tower, 3rd Floor,
25, Barakhamba Road,
New Delhi - 110 001
Tel.: 011-42092100/42092190
www.orientcement.com

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Wings of Courage

Orient Cement Limited

Mr. Sushil Gupta 6th ANNUAL GENERAL MEETING

STATUTORY AUDITORS BOOK CLOSURE FOR AGM

One of India’s most exciting

4 ANNUAL REPORT 2016-17 ORIENT CEMENT LIMITED 5

Passion over the years

FY14 1638 FY14 224 FY14 19.61 FY14 0.34

FY17 2167 FY17 190 FY17 3.09 FY17 1.31

Definition Performance Definition by adverse movement of Definition Performance Definition Performance

Declined Declined Declined Declined

FY14 101 FY14 13.67 FY14 11.52 FY14 10.17

FY17 -32 FY17 8.79 FY17 10.09 FY17 1.49

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SAGAR TYAGI ROSHAN REDNAM

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KAMLESH TEMBHURNE E. RAJESHKUMAR

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TENSINGH RATHOD DHIRAJ KUMAR SANKHLA

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This new Orient Cement

Orient Cement is lies a picture of the

reinventing itself give Orient Cement a

The most exciting development that I need

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At Orient Cement, we are

relevant national player.

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How we do business People focus: The Company

National growth: India is a fast growing economy; the country outlined

Brand: India’s cement offtake is being increasingly driven by strong pan-

Specific attributes: India’s consumption of cement is graduating from

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